EXHIBIT 99.1
-------------------------------------------
EXCHANGE AGREEMENT
dated as of December 31, 2002
by and among
CORAM, INC.
and
NOTEHOLDERS NAMED HEREIN
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TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS.............................................................................................3
ARTICLE 2 THE EXCHANGE FOR THE DECEMBER 2002 PREFERRED STOCK.....................................................12
2.1 Authorization of Issue.........................................................................12
2.2 December 2002 Preferred Stock..................................................................12
2.3 December 2002 Notes............................................................................12
2.4 Closing........................................................................................13
ARTICLE 3 NOTEHOLDERS' REPRESENTATIONS...........................................................................13
3.1 Investment Intention...........................................................................13
3.2 Accredited Investor............................................................................13
3.3 Corporate Existence............................................................................13
3.4 Power; Authorization; Enforceable Obligations..................................................13
3.5 Ownership of Exchange Notes....................................................................14
3.6 Information....................................................................................14
3.7 No General Solicitation........................................................................14
3.8 California Blue Sky............................................................................14
3.9 New York Blue Sky..............................................................................15
ARTICLE 4 COMPANY'S REPRESENTATIONS AND WARRANTIES...............................................................15
4.1 Authorized and Outstanding Stock...............................................................15
4.2 Authorization and Issuance of the December 2002 Preferred Stock................................15
4.3 Securities Laws................................................................................15
4.4 Corporate Existence; Compliance with Law.......................................................16
4.5 Subsidiaries...................................................................................16
4.6 Corporate Power; Authorization; Enforceable Obligations........................................16
4.7 Financial Condition............................................................................17
4.8 Properties.....................................................................................17
4.9 Adverse Agreements, Etc........................................................................17
4.10 Environmental Matters..........................................................................17
4.11 Labor Matters..................................................................................18
4.12 Holding Company and Investment Company Acts....................................................18
4.13 Taxes..........................................................................................18
4.14 Litigation.....................................................................................18
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TABLE OF CONTENTS
(CONTINUED)
PAGE
4.15 Brokers........................................................................................19
4.16 Governmental Approvals.........................................................................19
4.17 Patents, Trademarks, Copyrights and Licenses...................................................19
4.18 Compliance with Laws, Etc......................................................................19
4.19 ERISA..........................................................................................19
4.20 Registration Under Exchange Act, Registration Rights...........................................20
4.21 Full Disclosure................................................................................20
4.22 Insurance......................................................................................20
4.23 Joint Ventures.................................................................................21
4.24 Permits, Etc...................................................................................21
ARTICLE 5 COVENANTS..............................................................................................21
5.1 Affirmative and Financial Covenants............................................................21
5.2 Negative Covenants.............................................................................25
5.3 Certain Tax Matters............................................................................27
5.4 Status of Dividends............................................................................28
ARTICLE 6 CONDITIONS PRECEDENT...................................................................................28
6.1 Conditions Precedent...........................................................................28
6.2 Additional Conditions..........................................................................29
ARTICLE 7 SECURITIES LAW MATTERS.................................................................................30
7.1 Legends........................................................................................30
ARTICLE 8 INDEMNIFICATION........................................................................................30
ARTICLE 9 EXPENSES...............................................................................................30
ARTICLE 10 MISCELLANEOUS.........................................................................................31
10.1 Notices........................................................................................31
10.2 Binding Effect; Benefits.......................................................................32
10.3 Amendment......................................................................................32
10.4 Successors and Assigns; Assignability..........................................................33
10.5 Remedies.......................................................................................33
10.6 Section and Other Headings.....................................................................33
10.7 Severability...................................................................................33
10.8 Counterparts...................................................................................33
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TABLE OF CONTENTS
(CONTINUED)
PAGE
10.9 Publicity......................................................................................33
10.10 Governing Law; Waiver of Jury Trial............................................................33
10.11 Bankruptcy Court Subservience..................................................................34
10.12 December 2000 Exchange Agreement; December 2001 Exchange
Agreement......................................................................................34
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SCHEDULES
Schedule 1.1(a) December 2000 Notes
Schedule 1.1(b) December 2001 Notes
Schedule 1.1(c) December 2002 Notes
Schedule 4.1 Stockholders and Stock
Schedule 4.5 Subsidiaries
Schedule 4.6 Enforceable Obligations
Schedule 4.7 Financial Condition
Schedule 4.8 Properties
Schedule 4.13 Taxes
Schedule 4.14 Litigation
Schedule 4.16 Governmental Approvals
Schedule 4.17 Patents, Trademarks, Copyrights and Licenses
Schedule 4.22 Insurance
Schedule 4.23 Joint Ventures
Schedule 4.24 Permits
Schedule 5.2(a) Existing Investments
Schedule 5.2(e) Permitted Liens
Schedule 5.2(f) Permitted Indebtedness
EXHIBITS
Exhibit A Amended and Restated Bylaws
Exhibit B Amended and Restated Certificate of Designation
Exhibit C Series B Cumulative Preferred Stock Certificate of Designation
Exhibit D Opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, LLP
Exhibit E Opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Exhibit F Bankruptcy Court Order
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EXCHANGE AGREEMENT
THIS
EXCHANGE AGREEMENT (this "
EXCHANGE AGREEMENT"), dated as of
December 31, 2002, by and among CORAM, INC., a Delaware corporation (the
"COMPANY"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. ("GSCP"), CERBERUS PARTNERS, L.P.
("CERBERUS") and FOOTHILL CAPITAL CORPORATION ("FOOTHILL") (GSCP, Cerberus and
Foothill collectively referred to herein as "NOTEHOLDERS" and individually as a
"NOTEHOLDER").
Recitals
WHEREAS, pursuant to a Securities
Exchange Agreement, dated as of May
6, 1998, among the Company,
Coram Healthcare Corporation, a Delaware corporation
("HOLDINGS"), and Noteholders, as amended (the "SECURITIES
EXCHANGE AGREEMENT"),
the Company was indebted to Noteholders, on or about August 7, 2000, in the
aggregate principal amount of $251,007,471, of which principal amount,
$158,923,372 is related to the Series A Notes (as defined below) held by
Noteholders and of which principal amount, $92,084,099 is related to the Series
B Notes (as defined below) held by Noteholders (such Notes being collectively
referred to as the "MAY 1998 NOTES");
WHEREAS, on August 8, 2000, the Company and Holdings commenced cases
(the "CHAPTER 11 CASES") under Chapter 11 of Title 11 of the United States Code
(the "BANKRUPTCY CODE") in the United States Bankruptcy Court for the District
of Delaware (the "BANKRUPTCY COURT");
WHEREAS, pursuant to an
Exchange Agreement, dated as of December 29,
2000, by and among the Company and Noteholders (the "DECEMBER 2000
EXCHANGE
AGREEMENT"), Noteholders exchanged $97,715,434 aggregate principal amount of the
Series A Notes and forgave $11,610,542 of accrued but unpaid interest on the May
1998 Notes for the period from July 16, 2000 to December 29, 2000 for their pro
rata share of 905 shares (together with any shares issued or issuable as
dividends thereon under Section 3 of the Amended and Restated Certificate of
Designation prior to the Closing Date, the "DECEMBER 2000 PREFERRED STOCK") of
the Series A Preferred Stock, $0.001 par value per share, of the Company, the
terms of which are set forth in the Amended and Restated Certificate of
Designation (the "SERIES A PREFERRED STOCK");
WHEREAS, following the consummation of the transactions contemplated by
the December 2000 Exchange Agreement, Noteholders held $61,207,938 aggregate
principal amount of the Series A Notes and retained $92,084,099 principal amount
the Series B Notes (such Notes being collectively referred to as the "DECEMBER
2000 NOTES");
WHEREAS, pursuant to an Exchange Agreement, dated as of December 31,
2001, by and among the Company and Noteholders (the "DECEMBER 2001 EXCHANGE
AGREEMENT"), Noteholders exchanged $21,000,000 aggregate principal amount of the
Series A Notes and forgave $1,900,500 of accrued but unpaid interest on the
December 2000 Notes for the period from December 30, 2000 to December 31, 2001
for their pro rata share of 189.5705 shares of Series A Preferred Stock
(together with any shares issued or issuable as dividends thereon under
Section 3 of the Amended and Restated Certificate of Designation up to the
Closing Date) (the "DECEMBER 2001 PREFERRED STOCK");
WHEREAS, following the consummation of the transactions contemplated by
the December 2001 Exchange Agreement, Noteholders held $40,207,938 aggregate
principal amount of the Series A Notes and retained $92,084,099 principal amount
of the Series B Notes (such notes being collectively referred to as the
"DECEMBER 2001 NOTES");
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇ was appointed Chapter 11 Trustee for the
Company and Holdings (the "Trustee") which appointment was approved by the
Bankruptcy Court on March 7, 2002;
WHEREAS, the Company has requested Noteholders to exchange $40,207,938
aggregate principal amount of Series A Notes, which constitutes all of the
outstanding principal amount of said Notes, $83,084,099 aggregate principal
amount of Series B Notes, and $23,878,717 of accrued but unpaid interest on the
December 2001 Notes for the period from January 1, 2002 to December 31, 2002
(such December 2001 Notes being exchanged hereby being referred to as the
"EXCHANGE NOTES") for their pro rata share of 1,218.28079 shares of Series B
Cumulative Preferred Stock, $0.001 par value per share, of the Company (the
"SERIES B PREFERRED STOCK"), the terms of which are set forth in the Series B
Certificate of Designation (the "DECEMBER 2002 PREFERRED STOCK" and, together
with the December 2001 Preferred Stock and the December 2000 Preferred Stock,
the "PREFERRED STOCK");
WHEREAS, following the consummation of the transactions contemplated by
this Agreement, the total amount outstanding under the Series A Notes, including
any accrued but unpaid interest thereon, will have been exchanged, and
therefore, the Noteholders will no longer hold any Series A Notes;
WHEREAS, following the consummation of the transactions contemplated by
this Agreement, the Noteholders will hold $9,000,000 aggregate principal amount
the Series B Notes (the "DECEMBER 2002 NOTES");
WHEREAS, following the consummation of the transactions contemplated by
this Agreement, Noteholders or their Affiliates will own the Preferred Stock,
which shall constitute as of the Closing Date all of the issued and outstanding
shares of Series A Preferred Stock and Series B Preferred Stock; and
WHEREAS, the parties hereto acknowledge that the December 2000 Exchange
Agreement, the December 2001 Exchange Agreement and this Agreement are
irrevocable.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:
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ARTICLE 1
DEFINITIONS
"ACQUISITION THRESHOLD" shall mean 20% of the gross fixed assets of
Holdings, as reflected on the most recent consolidated balance sheet provided to
Noteholders pursuant to Section 5.1(b)(iii) of this Agreement.
"AFFILIATE" shall mean, with respect to any Person, (i) each Person
that, directly or indirectly, owns or controls, as to any Person, any other
Person that directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such Person. For purposes of
this definition, "control" of a Person means the power, directly or indirectly,
either to (i) vote 10% or more of the Stock having ordinary voting power for the
election of directors of such Person or (ii) direct or cause the direction of
the management and policies of such Person whether by contract or otherwise.
Notwithstanding anything herein to the contrary, in no event shall any
Noteholder be considered an "Affiliate" of the Company or any of its
Subsidiaries.
"AMENDED AND RESTATED BYLAWS" shall mean the Bylaws of the Company, as
amended and restated on December 31, 2002, a copy of which is attached hereto as
Exhibit A.
"AMENDED AND RESTATED CERTIFICATE OF DESIGNATION" shall mean the Second
Certificate of Amendment of Certificate of Designation of the Company governing
the rights, privileges and preferences of the Series A Preferred Stock, filed
with the Delaware Secretary of State on December 31, 2002, a copy of which is
attached hereto as Exhibit B.
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" shall mean the
Certificate of Amendment and Restatement of Certificate of Incorporation of the
Company, filed with the Delaware Secretary of State on December 29, 2000.
"BANKRUPTCY CODE" shall have the meaning set forth in the recitals
hereof.
"BANKRUPTCY COURT" shall have the meaning set forth in the recitals
hereof.
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions are authorized or obligated by law or
executive order to close in the State of
New York.
"BUSINESS PLAN" means a schedule of projected cash receipts, cash
disbursements and monthly cash flows of Holdings and its Subsidiaries, including
the Company, prepared on an annual basis.
"CAPITAL LEASE" shall mean, with respect to any Person, any lease of
any property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, either would be required to be classified and accounted
for as a capital lease on a balance sheet of such Person or otherwise be
disclosed as a capital lease in a note to such balance sheet, other than, in the
case of the Company or a Subsidiary of the Company, any such lease under which
the Company or such Subsidiary is the lessor.
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"CAPITAL LEASE OBLIGATION" shall mean, with respect to any Capital
Lease, the amount of the obligation of the lessee thereunder that, in accordance
with GAAP, would appear on a balance sheet of such lessee in respect of such
Capital Lease or otherwise be disclosed in a note to such balance sheet.
"CASH EQUIVALENTS" shall mean (i) marketable direct obligations issued
or unconditionally guaranteed by the United States government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within 90 days from the date of acquisition thereof; (ii)
commercial paper, maturing not more than 90 days after the date of issue rated
P-1 by ▇▇▇▇▇'▇ Investors Service, Inc. and its successors ("MOODY'S") or A-1 by
Standard & Poor's Ratings Service or any successor ("STANDARD & POOR'S"); (iii)
certificates of deposit maturing not more than 90 days after the date of issue,
issued by commercial banking institutions and money market or demand deposit
accounts maintained at commercial banking institutions, each of which is a
member of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000; (iv) repurchase agreements
having maturities of not more than 90 days from the date of acquisition which
are entered into with major money center banks included in the commercial
banking institutions described in clause (iii) above and which are secured by
readily marketable direct obligations of the Government of the United States of
America or any agency thereof; (v) money market accounts maintained with mutual
funds having assets in excess of $2,000,000,000; and (vi) tax exempt securities
rated A or better by Moody's or A+ or better by Standard & Poor's.
"CERBERUS" shall have the meaning set forth in the preamble hereof.
"CHAPTER 11 CASES" shall have the meaning set forth in the recitals
hereof.
"CLOSING" shall have the meaning set forth in Section 2.4 hereof.
"CLOSING DATE" shall have the meaning set forth in Section 2.4 hereof.
"COMMON STOCK" shall mean the common stock, $1.00 par value per share,
of the Company.
"COMPANY" shall have the meaning set forth in the preamble hereof.
"CONTEST" shall have the meaning set forth in Section 5.3(c) hereof.
"DECEMBER 2000 EXCHANGE AGREEMENT" shall have the meaning set forth in
the recitals hereof.
"DECEMBER 2000 NOTES" shall have the meaning set forth in the recitals
hereof, which are more fully set forth in Schedule 1.1(a).
"DECEMBER 2000 PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"DECEMBER 2001 EXCHANGE AGREEMENT" shall have the meaning set forth in
the recitals hereof.
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"DECEMBER 2001 NOTES" shall have the meaning set forth in the recitals
hereof, which are more fully set forth in Schedule 1.1(b).
"DECEMBER 2001 PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"DECEMBER 2002 NOTES" shall have the meaning set forth in the recitals
hereof, which are more fully set forth in Schedule 1.1(c).
"DECEMBER 2002 PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"DEFAULT" shall mean any event which, with the passage of time or
notice or both, would, unless cured or waived, become an Event of Default.
"DIVIDENDS DEDUCTION LAWS" shall have the meaning set forth in Section
5.4 hereof.
"DIVIDENDS-RECEIVED DEDUCTION" shall have the meaning set forth in
Section 5.3(a) hereof.
"EMPLOYEE PLAN" means an employee benefit plan (other than a
Multiemployer Plan) covered by Title IV of ERISA and maintained (or was
maintained at any time during the six (6) calendar years preceding the date
hereof) for employees of the Company or any of its ERISA Affiliates.
"ENVIRONMENTAL ACTIONS" means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative
proceeding, judgment, letter or other communication from any Governmental
Authority involving violations of Environmental Laws or Releases of Hazardous
Materials (i) from any assets, properties or businesses of the Company or any of
its Subsidiaries or any predecessor in interest; (ii) from adjoining properties
or businesses; or (iii) onto any facilities which received Hazardous Materials
generated by the Company or any of its Subsidiaries or any predecessor in
interest.
"ENVIRONMENTAL LAWS" means the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. Section 180 1, et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), the Federal
Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601
et seq.) and the Occupational Safety and Health Act (29 U.S.C. Section 651 et
seq.), as such laws may be amended or otherwise modified from time to time, and
any other present or future federal, state, local or foreign statute, ordinance,
rule, regulation, order, judgment, decree, permit, license or other binding
determination of any Governmental Authority imposing liability or establishing
standards of conduct for protection of the environment.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974
(or any successor legislation thereto), as amended from time to time and any
regulations promulgated thereunder.
5
"ERISA AFFILIATE" shall mean, with respect to the Company, any trade or
business (whether or not incorporated) under common control with the Company and
which, together with the Company, are treated as a single employer within the
meaning of Sections 414(b), (c), (m) or (o) of the IRC, excluding Noteholders
and each other person which would not be an ERISA Affiliate if Noteholders did
not own any issued and outstanding shares of Stock of the Company.
"EVENT OF DEFAULT" shall mean (i) the occurrence of (A) any breach of
any covenant set forth in Section 5.2 of this Agreement that remains uncured for
a period of 15 days after receipt by the Company of written notice thereof by
Noteholders, (B) the non-payment of any dividend when due, or (C) the
commencement by the Company or any of its Subsidiaries of a voluntary case
(other than the Chapter 11 Cases) or the consent to or entry of an order for
relief by a court of competent jurisdiction against the Company or its
Subsidiaries, appointing a custodian of the Company or for all or substantially
all of its property, making a general assignment for the benefit of the
Company's creditors, ordering the liquidation of the Company or its Subsidiaries
or if the Company is generally not paying its debts as they become due, in which
case of (A), (B) or (C), Noteholders, shall be entitled to exercise any
available remedies under the Amended and Restated Certificate of Designation and
the Series B Certificate of Designation (subject to the Stockholder Agreement),
or (ii) the occurrence of any breach of any representation or warranty in any
material respect, or of any other agreement of the Company or any covenant set
forth in Section 5.1 of this Agreement, in each case which remains uncured for a
period of 45 days after receipt by the Company of written notice thereof by
Noteholders, in which case Noteholders shall be entitled to exercise all
available remedies other than the election of additional directors to the board
of directors of the Company under Section 5 of the Amended and Restated
Certificate of Designation and Section 5 of the Series B Certificate of
Designation.
"EVENT OF DEFAULT DIVIDEND RATE" shall mean dividends on the Series A
Preferred Stock at the compound annual rate of sixteen percent (16%).
"EXCESS DISTRIBUTION" shall have the meaning set forth in Section
5.3(a) hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and all rules and regulations promulgated thereunder.
"EXCHANGE AGREEMENT" shall have the meaning set forth in the preamble
hereof.
"EXCHANGE NOTES" shall have the meaning set forth in the recitals
hereof.
"FINAL DETERMINATION" shall have the meaning, set forth in Section
5.3(b).
"FISCAL YEAR" shall mean the twelve-month period ending December 31.
Subsequent changes of the fiscal year of the Company shall not change the term
"Fiscal Year," unless Noteholders shall consent in writing to such changes.
"FOOTHILL" shall have the meaning set forth in the preamble hereof.
"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time.
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"GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state
or other political subdivision thereof, and any agency, department or other
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.
"GROSS-UP PAYMENT" shall have the meaning set forth in Section 5.3(a)
hereof.
"GSCP" shall have the meaning set forth in the preamble hereof.
"GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any obligation
of such Person guaranteeing any Indebtedness, lease, dividend, or other
obligation ("primary obligations") of any other Person (the "primary obligor")
in any manner including, without limitation, any obligation or arrangement of
such Person (a) to purchase or repurchase any such primary obligation, (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
condition of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation, or (d) to indemnify the owner of such primary obligation against
loss in respect thereof; provided, however, that Guaranteed Indebtedness shall
not include guarantees by the Company or its Subsidiaries of Indebtedness or
other obligations of the Company or its Subsidiaries.
"HAZARDOUS MATERIALS" means (i) any element, compound or chemical that
is defined, listed or otherwise classified as a contaminant, pollutant, toxic
pollutant, toxic or hazardous substances, extremely hazardous substance or
chemical, hazardous waste, special waste, or solid waste under Environmental
Laws; (ii) petroleum and its refined products; (iii) polychlorinated biphenyls;
(iv) any substance exhibiting a hazardous waste characteristic, including but
not limited to, corrosivity, ignitability, toxicity or reactivity as well as any
radioactive or explosive materials; and (v) any raw materials, building
components, including, but not limited to, asbestos-containing materials and
manufactured products containing hazardous substances; provided, however, (x) in
the event that any Environmental Law is amended so as to broaden the meaning of
any term defined thereby, such broader meaning shall apply subsequent to the
effective date of such amendment and (y) to the extent that the applicable laws
of any state establish a meaning for "hazardous material," "hazardous
substance", "hazardous waste," "solid waste" or "toxic substance" which is
broader than that specified in any federal Environmental Law, such broader
meaning shall apply in the relevant state.
"HOLDINGS" shall have the meaning set forth in the preamble hereof.
"INDEBTEDNESS" of any Person shall mean (i) all indebtedness of such
Person for borrowed money or for the deferred purchase price of property or
services (including, without limitation, reimbursement and all other obligations
with respect to surety bonds, letters of credit and bankers' acceptances,
whether or not matured, but not including obligations to trade creditors
incurred in the ordinary course of business), (ii) all obligations evidenced by
notes, bonds, debentures or similar instruments, (iii) all indebtedness created
or arising under any conditional sale or other title retention agreements with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the
7
event of default are limited to repossession or sale of such property), (iv) all
Capital Lease Obligations, (v) all Guaranteed Indebtedness, (vi) all
Indebtedness referred to in clause (i), (ii), (iii), (iv) or (v) above secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness and (vii) all liabilities under Title IV of ERISA.
"IRC" shall mean the Internal Revenue Code of 1986, as amended, and any
successor thereto.
"IRS" shall mean the Internal Revenue Service, or any successor
thereto.
"JOINT VENTURE" shall mean with respect to any Person at any date, any
corporation, limited or general partnership, limited liability company, trust,
association, or other entity of which 50% or less of (A) the outstanding Stock
having (in the absence of contingencies) ordinary voting power to vote in the
election of one or more members of the board of directors of such corporation,
(B) the interest in the capital or profits of such partnership or limited
liability company, or (C) the beneficial interest in such trust or estate is, at
the time of determination, owned or controlled directly or indirectly through
one or more intermediaries, by such Person.
"LIEN" shall mean any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
as to assets owned by the relevant Person under the Uniform Commercial Code or
comparable law of any jurisdiction).
"LOSSES" shall have the meaning set forth in Article 8 hereof.
"MATERIAL ADVERSE EFFECT" shall mean material adverse effect on the
business, assets, operations, prospects or financial or other condition of the
Company and its Subsidiaries, if any, taken as a whole.
"MAY 1998 NOTES" shall have the meaning set forth in the recitals
hereof.
"MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, and to which the Company, any of its Subsidiaries
or any ERISA Affiliate is making, is obligated to make, has made or been
obligated to make contributions on behalf of participants who are or were
employed by any of them.
"NOTEHOLDER" or "NOTEHOLDERS" shall have the meaning set forth in the
preamble hereof. "NOTEHOLDERS" shall also include, for purposes of Article 3,
any designee of a Noteholder that holds any or all of such Noteholder's shares
of the December 2002 Preferred Stock.
"PAYMENT DATE" shall have the meaning set forth in Section 5.3(b)
hereof.
8
"PERMITTED INDEBTEDNESS" shall mean, with respect to the Company, (a)
any Indebtedness existing on the date hereof as set forth in Schedule 5.2(f) and
any extensions, renewals, or replacements of such Indebtedness to the extent
that (i) the aggregate principal amount of such Indebtedness is not at any time
increased, (ii) no material terms applicable to such Indebtedness shall be more
favorable to the extending, renewing or replacement lenders than the terms that
are applicable to the holders of such Indebtedness on the date hereof, and (iii)
the interest rate applicable to such Indebtedness shall be a market interest
rate as of the time of such extension, renewal, or replacement; (b) Indebtedness
secured by Liens permitted by clauses (f), (h) and (j) of the definition of the
term Permitted Liens; (c) intercompany Indebtedness between (i) the Company and
any wholly owned Subsidiary or (ii) any wholly owned Subsidiary and any other
wholly owned Subsidiary; (d) any reimbursement obligations of the Company or its
Subsidiaries in connection with letters of credit issued by financial
institutions for the account of the Company; (e) any Capital Lease Obligation of
the Company or its Subsidiaries, entered into in the ordinary course of business
and consistent with past practices; and (f) Indebtedness owing by a Subsidiary
existing at the time such Subsidiary was acquired (or assumed by the Company or
such Subsidiary at the time assets of such Subsidiary were acquired) and any
extensions, renewals, or replacements of such Indebtedness to the extent that
(i) the aggregate principal amount of such Indebtedness is not at any time
increased, (ii) no material terms applicable to such Indebtedness shall be more
favorable to the extending, renewing or replacement lenders than the terms that
are applicable to the holders of such Indebtedness on the date hereof and (iii)
the interest rate applicable to such Indebtedness shall be a market interest
rate as of the time of such extension, renewal or replacement; provided,
however, that, such Indebtedness was not incurred or created in connection with
or in contemplation of such acquisition.
"PERMITTED LIENS" shall mean (a) Liens for taxes, assessments and
governmental charges the payment of which is not required under Section 5.1(d)
unless such taxes, assessments or charges are being contested by the Company in
good faith; (b) Liens imposed by law, such as carriers', warehousemen's,
mechanics', materialmen's and other similar Liens arising in the ordinary course
of business and securing obligations (other than Indebtedness for borrowed
money); (c) Liens existing on December 31, 2001, as set forth on Schedule
5.2(e), but not the extension of coverage thereof to other property or the
extension of maturity, refinancing or other modification of the terms thereof or
the increase of the Indebtedness secured thereby; (d) deposits and pledges
securing (i) obligations incurred in respect of workers' compensation,
unemployment insurance or other forms of governmental insurance or benefits,
(ii) the performance of bids, tenders, leases, contracts, including those for
utilities (other than for the payment of money) and statutory obligations, or
(iii) obligations on surety or appeal bonds, but only to the extent such
deposits or pledges are incurred or otherwise arise in the ordinary course of
business and secure obligations not past due; (e) easements, zoning
restrictions, and similar encumbrances on real property and minor irregularities
in the title thereto that do not (i) secure obligations for the payment of money
or (ii) materially impair the value of such property or its use by any of the
Company or its Subsidiaries in the normal conduct of such Person's business; (f)
Liens upon real or personal property acquired or held in the ordinary course of
business at the time of acquisition or improvement of such property to secure
the purchase price thereof or incurred solely to finance the acquisition or
improvement of such property, provided that (A) such Liens do not cover property
other than the property acquired or improved, and (B) the Indebtedness secured
by, such Liens does not in any case exceed the lesser of the cost or fair
9
market value of such property at the time of such acquisition; (g) Liens
incurred in connection with the Capital Lease Obligations of the Company or its
Subsidiaries, entered into in the ordinary course of business and consistent
with past practices; (h) Liens to secure insurance cancellation premiums
relating to insurance maintained by the Company for Noteholders in the ordinary
course of business; (i) Liens on cash collateral pledged to support
reimbursement obligations with respect to the letters of credit described in
clause (e) of the definition of Permitted Indebtedness; and (j) Liens to secure
Indebtedness incurred by the Company under, or in connection with, a revolving
loan or other credit facility, which facility is (a) approved by an order of the
Bankruptcy Court and (b) funded by one or more of the Noteholders or any of
their Affiliates.
"PERSON" shall mean any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, entity or
government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body, or
department thereof) and shall include any successor (by merger or otherwise) of
such entity.
"PHYSICIAN SELF-REFERRAL LAW" shall mean certain provisions under the
Medicare statute, commonly referred to as "▇▇▇▇▇ II," enacted as part of the
Omnibus Budget Reconciliation Act of 1993, effective January 1, 1995, Pub. L.
No. 103-66, Section 13562, codified at 42 U.S.C. Section 1395nn, and the
regulations promulgated thereunder appearing at 42 C.F.R. Sections 411.350 et
seq., which prohibit physicians from making referrals for certain designated
health services to be paid by the Medicare program, to an entity in which they
or their immediate family members have an ownership or investment interest.
"PREFERRED STOCK" shall have the meaning set forth in the recitals
hereof.
"RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, seeping, migrating,
dumping, or disposing of any Hazardous Material (including the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Hazardous Material) into the indoor or outdoor environment, including ambient
air, soil, surface or ground water.
"REMEDIAL ACTION" means all actions taken to (i) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate, or in any other way
address Hazardous Materials in the indoor or outdoor environment; (ii) prevent
or minimize a Release or threatened Release of Hazardous Materials so they do
not migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment; (iii) perform pre-remedial studies and
investigations and post-remedial operation and maintenance activities; or (iv)
any other actions authorized by 42 U.S.C. 9601.
"RESTRICTED PAYMENT" shall mean (i) the declaration of any dividend or
the incurrence of any liability to make any other payment or distribution of
cash or other property or assets in respect of the Company's Stock or (ii) any
payment on account of the purchase, redemption, or other retirement of the
Company's Stock, or any other payment or distribution made in respect of any
Stock of the Company, either directly or indirectly.
10
"SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
all rules and regulations promulgated thereunder.
"SECURITIES EXCHANGE AGREEMENT" shall have the meaning set forth in the
recitals hereof.
"SERIES A NOTES" shall mean the Series A Senior Subordinated Notes
issued by the Company to Noteholders in connection with the Securities Exchange
Agreement, together with any notes issued in substitution therefor.
"SERIES A PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"SERIES B PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"SERIES B CERTIFICATE OF DESIGNATION" shall mean the Certificate of
Designation of the Company governing the rights, privileges and preferences of
the Series B Preferred Stock, filed with the Delaware Secretary of State on
December 31, 2002, a copy of which is attached as Exhibit C.
"SERIES B NOTES" shall mean the Series B Senior Subordinated
Convertible Notes issued by the Company to Noteholders in connection with the
Securities Exchange Agreement, together with any notes issued in substitution
therefor.
"STOCK" shall mean all shares, options, warrants, general or limited
partnership interests, limited liability company membership interest,
participations, or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company, or equivalent entity
whether voting or non-voting, including, without limitation, common stock,
preferred stock, or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the SEC under the
Exchange Act).
"STOCKHOLDER AGREEMENT" shall mean the Stockholder Agreement, dated as
of December 29, 2000, by and among the Company, Noteholders and each of the
other stockholders party thereto, as amended on December 31, 2001 and the date
hereof and as such agreement may be amended, supplemented or otherwise modified
from time to time.
"SUBSIDIARY" shall mean with respect to any Person at any date, any
corporation, limited or general partnership, limited liability company, trust,
association, or other entity (i) the accounts of which would be consolidated
with those of such Person in such Person's consolidated financial statements if
such financial statements were prepared in accordance with GAAP or (ii) of which
more than 50% of (A) the outstanding Stock having (in the absence of
contingencies) ordinary voting power to vote in the election of one or more
members of the board of directors of such corporation, (B) the interest in the
capital or profits of such partnership or limited liability company, or (C) the
beneficial interest in such trust or estate is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries,
by such Person.
11
"TRANSACTION DOCUMENTS" shall mean this Agreement, the Amended and
Restated Certificate of Designation, the Series B Certificate of Designation,
the Amended and Restated Bylaws, the Stockholder Agreement, Amendment No. 6 to
the Securities Exchange Agreement, the December 2002 Notes and guarantees
contemplated thereby.
"WARN" shall have the meaning set forth in Section 4.19.
References to this "AGREEMENT" shall mean this Exchange Agreement,
including all amendments, modifications and supplements and any exhibits or
schedules to any of the foregoing, and shall refer to the Agreement as the same
may be in effect at the time such reference becomes operative. Any accounting
term used in this Agreement shall have, unless otherwise specifically provided
herein, the meaning customarily given such term in accordance with GAAP, and all
financial computations hereunder shall be computed as described herein. That
certain terms or computations are explicitly modified by the phrase "in
accordance with GAAP" shall in no way be construed to limit the foregoing. The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole, including the Exhibits and Schedules hereto, as
the same may from time to time be amended, modified or supplemented, and not to
any particular section, subsection or clause contained in this Agreement.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and the plural, and pronouns
stated in the masculine, feminine or neuter gender shall include the masculine,
the feminine and the neuter.
ARTICLE 2
THE EXCHANGE FOR THE DECEMBER 2002 PREFERRED STOCK
2.1 Authorization of Issue. Prior to the Closing, the Company shall
have duly authorized the delivery of the December 2002 Preferred Stock to the
Noteholders in connection with the exchange set forth below.
2.2 December 2002 Preferred Stock. Subject to the terms and conditions
set forth in this Agreement, each of Noteholders exchanges its pro rata share of
the Exchange Notes on the Closing Date for its pro rata share of the December
2002 Preferred Stock on the terms and subject to the conditions set forth herein
and containing the terms, preferences and limitations set forth in the Series B
Certificate of Designation, such December 2002 Preferred Stock to be issued and
delivered to Noteholders by the Company as follows: (a) Cerberus to receive
436.09468 shares; (b) GSCP or its designee to receive 553.73479 shares; and (c)
Foothill to receive 228.45132 shares.
2.3 December 2002 Notes. Subject to the terms and conditions set forth
in this Agreement, the Company shall execute and deliver to Noteholders the
December 2002 Notes in substitution for the Exchange Notes on the terms and
subject to the conditions set forth herein and containing the terms and
limitations set forth in the December 2002 Notes, such Notes to be delivered to
the Noteholders as follows: (a) Cerberus to receive a Series B Note in the
aggregate principal amount of $3,221,632; (b) GSCP to receive a Series B Note in
the aggregate principal amount of $4,090,693; and (c) Foothill to receive a
Series B Note in the aggregate principal amount of $1,687,675.
12
2.4 Closing. The closing of the exchange of the Exchange Notes for the
issuance of the December 2002 Preferred Stock and the delivery of the December
2002 Notes (the "CLOSING") shall take place on December 31, 2002, or such date
and time as shall be mutually agreed to by the parties hereto (the "CLOSING
DATE"), but in any event no later than December 31, 2002, at the offices of
Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such
other place as shall be mutually agreed to by the parties hereto. On the Closing
Date, the Company will deliver to each Noteholder or its designee, in exchange
for its pro rata share of the Exchange Notes, (a) certificates representing such
Noteholder's pro rata share of the December 2002 Preferred Stock registered in
such names and in such denominations as such Noteholder requests, and (b) notes
representing such Noteholder's pro rata share of the December 2002 Notes.
ARTICLE 3
NOTEHOLDERS' REPRESENTATIONS
Each Noteholder, severally and not jointly, makes, with respect to
itself, the following representations and warranties to the Company, each and
all of which shall survive the execution and delivery of this Agreement and the
Closing hereunder:
3.1 Investment Intention. Such Noteholder is acquiring the December
2002 Preferred Stock for its own account, for investment purposes and not with a
view to the distribution thereof. Such Noteholder will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise
dispose of any of the December 2002 Preferred Stock (or solicit any offers to
buy, purchase, or otherwise acquire any of the December 2002 Preferred Stock),
except in compliance with the Securities Act.
3.2 Accredited Investor. Such Noteholder is an "accredited investor"
(as that term is defined in Rule 501 of Regulation D under the Securities Act)
and by reason of its business and financial experience, it has such knowledge,
sophistication and experience in business and financial matters as to be capable
of evaluating the merits and risks of the prospective investment, is able to
bear the economic risk of such investment and is able to afford a complete loss
of such investment. Such Noteholder's investment in the Company is reasonable in
relation to such Noteholder's net worth and financial needs, and such Noteholder
is able to bear the economic risk of losing its entire investment in the
December 2002 Preferred Stock. Such Noteholder has adequate means of providing
for such Noteholder's current needs and contingencies, has no need for liquidity
in the investment contemplated hereby, and is able to bear the risk of loss of
such Noteholder's entire investment.
3.3 Corporate Existence. Such Noteholder is duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
organization.
3.4 Power; Authorization; Enforceable Obligations. The execution,
delivery, and performance by such Noteholder of this Agreement and the other
Transaction Documents to be executed by it: (i) are within such Noteholder's
corporate or partnership power, as the case may be; (ii) have been duly
authorized by all necessary corporate or partnership action, as the case may be;
(iii) are not in contravention of any provision of such Noteholders' certificate
of
13
incorporation, by-laws, partnership agreement or other similar organizational
document; and (iv) will not violate any law or regulation, or any order or
decree of any court or governmental instrumentality binding on such Noteholder.
This Agreement and the other Transaction Documents to which such Noteholder is a
party have each been duly executed and delivered by such Noteholder and
constitute the legal, valid, and binding obligations of such Noteholder,
enforceable against it in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
3.5 Ownership of Exchange Notes. Such Noteholder is the beneficial
owner of, and has good and marketable title to, the Exchange Notes it will
exchange pursuant to the terms of this Agreement and on the Closing Date will
deliver for exchange its interests in such Exchange Notes free and clear of all
Liens, options, purchase rights, contracts, equities claims, and demands. Such
Noteholder is not a party to any option, warrant, purchase right, or other
contract or commitment that could require such Noteholder to sell, transfer or
dispose of any of such Exchange Notes.
3.6 Information. Such Noteholder is in a position regarding the
Company, which, based upon its relationship or economic bargaining power,
enabled and enables such Noteholder to obtain information from the Company in
order to evaluate the merits and risks of such Noteholder's investment in the
December 2002 Preferred Stock. The Company has made available to such
Noteholder, at a reasonable time prior to its exchange for the December 2002
Preferred Stock, the opportunity to ask questions of, and receive answers from,
the Company concerning the terms and conditions of the offering and to obtain
any additional information relating to the Company, to the extent that the
Company possesses such information or can acquire it without unreasonable effort
or expense, which is necessary to verify the accuracy of the information given
to it or otherwise to make an informed investment decision. No statement,
printed material or inducement was given or made by the Company or anyone on its
behalf which is contrary to the written information disclosed to such
Noteholder.
3.7 No General Solicitation. Such Noteholder has not been offered the
December 2002 Preferred Stock by any form of general solicitation or general
advertising, including but not limited to any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
3.8 California Blue Sky. Foothill understands that the exchange for the
December 2002 Preferred Stock that is the subject of this Agreement has not been
qualified with the Commissioner of Corporation of the State of California and
the issuance of the December 2002 Preferred Stock or the payment or receipt of
any part of the consideration therefor prior to the qualification is unlawful,
unless the exchange for the December 2002 Preferred Stock is exempt from the
qualification by Section 25100, 25102, or 25105 of the California Corporations
Code. Such Noteholder further understands that the rights of all parties to this
Agreement are expressly conditioned upon the qualification being obtained,
unless the exchange is so exempt.
14
3.9
New York Blue Sky. Each of Cerberus and GSCP or its designee is a
"financial institution" or "institutional buyer" as defined in Section 359-e of
the
New York General Business Law.
ARTICLE 4
COMPANY'S REPRESENTATIONS AND WARRANTIES
The Company makes the following representations and warranties to each
Noteholder as of the date hereof, each and all of which shall survive the
execution and delivery of this Agreement and the Closing hereunder:
4.1 Authorized and Outstanding Stock. After giving effect to the
Closing, the authorized Stock of the Company consists of (a) 1,000,000 shares of
Common Stock, of which 1,000 shares are issued and outstanding, and (b) 10,000
shares of preferred stock, $0.001 par value per share, of the Company, of which
(i) 2,500 shares are designated as the Series A Preferred Stock, of which
1,451.5909 shares are issued and outstanding, and (ii) 2,500 shares are
designated as the Series B Preferred Stock, of which 1,218.28079 shares will be
issued and outstanding after giving effect to the transactions contemplated by
this Agreement. All of such issued and outstanding shares, including, without
limitation, the December 2002 Preferred Stock, are validly issued, fully paid
and non-assessable. Schedule 4.1 hereto contains a complete and correct list of
all stockholders of the Company and the number of shares owned by each. Except
as set forth on Schedule 4.1, (i) there is no existing option, warrant, call,
commitment or other agreement to which the Company is a party requiring, and
there are no convertible securities of the Company outstanding which upon
conversion would require or permit, the issuance of any additional shares of
Stock of the Company or other securities convertible into shares of equity
securities of the Company, other than, under certain circumstances, the issuance
in lieu of cash dividends of (a) Common Stock or Series A Preferred Stock on the
Series A Preferred Stock, and (b) Common Stock or Series B Preferred Stock on
the Series B Preferred Stock, and (ii) there are no agreements to which the
Company is a party or, to the knowledge of the Company, to which any stockholder
or warrant holder of the Company is a party, with respect to the voting or
transfer of the Stock of the Company or with respect to any other aspect of the
Company's affairs, other than the Stockholder Agreement. There are no
stockholders' preemptive rights or rights of first refusal or other similar
rights with respect to the issuance of Stock by the Company, other than pursuant
to the Transaction Documents.
4.2 Authorization and Issuance of the December 2002 Preferred Stock.
The issuance of the December 2002 Preferred Stock has been duly authorized by
all necessary corporate action on the part of the Company and, upon delivery to
Noteholders of certificates therefor in exchange for the Exchange Notes in
accordance with the terms hereof, the December 2002 Preferred Stock will have
been validly issued and fully paid and non-assessable, free and clear of all
pledges, liens, encumbrances, and preemptive rights, except as provided in the
Stockholder Agreement.
4.3 Securities Laws. In reliance on the investment representations
contained in Article 3, the offer, issuance, exchange for, and delivery of the
December 2002 Preferred Stock, as provided in this Agreement, are exempt from
the registration requirements of the Securities
15
Act and all applicable state securities laws, and are otherwise in compliance
with such laws. Neither the Company nor any Person acting on its behalf has
taken or will take any action (including, without limitation, any offering of
any securities of the Company under circumstances which would require the
integration of such offering with the offering of the December 2002 Preferred
Stock under the Securities Act and the rules and regulations of the SEC
thereunder) which might subject the offering, issuance or exchange for the
December 2002 Preferred Stock to the registration requirements of Section 5 of
the Securities Act.
4.4 Corporate Existence; Compliance with Law. The Company and each of
its Subsidiaries, if any, (i) is a corporation, limited liability company,
limited partnership, or unincorporated joint venture duly organized, validly
existing and in good standing under the laws of the state of its organization,
(ii) has all requisite power and authority to conduct its business as now
conducted and as presently contemplated and to execute and deliver each
Transaction Document to which it is a party and consummate the transactions
contemplated thereby, and (iii) is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such
qualification necessary except where the failure to be qualified or in good
standing is not reasonably likely to have a Material Adverse Effect.
4.5 Subsidiaries. Schedule 4.5 is a complete and correct description of
the name, jurisdiction of incorporation and ownership of the outstanding Stock
of all Subsidiaries of the Company in existence on the date hereof. All of the
issued and outstanding shares of Stock of such Subsidiaries have been validly
issued and are fully paid and non-assessable, and the holders thereof are not
entitled to any preemptive, first refusal, or other similar rights. Except as
indicated on such Schedule, all such Stock is owned by the Company directly or
indirectly through one or more of its wholly-owned Subsidiaries, free and clear
of all Liens (other than Permitted Liens), and there are no options, warrants,
rights to purchase, or similar rights covering Stock for any such Subsidiary.
4.6 Corporate Power; Authorization; Enforceable Obligations. The
execution, delivery and performance by the Company of this Agreement, the other
Transaction Documents to which it is a party and all instruments and documents
to be delivered by the Company, the issuance and exchange for the December 2002
Preferred Stock and the consummation of the other transactions contemplated by
any of the foregoing: (i) have been duly authorized by all necessary action,
(ii) except for such conflicts for which consents have been obtained, do not and
will not contravene its charter or by-laws, its limited liability company, or
operating agreement or its certificate of partnership or partnership agreement,
as applicable, or any applicable law or any material contractual restriction
binding on or otherwise affecting its operations or any of its properties, (iii)
do not and will not result in or require the creation of any Lien (other than
pursuant to any Transaction Document) upon, or with respect to, any of its
properties, and (iv) except as set forth in Schedule 4.6, do not and will not
result in any suspension, revocation, impairment, forfeiture or non-renewal of
any permit, license, authorization or approval applicable to its operations or
any of its properties, except where such contravention, creation, suspension,
revocation, impairment, forfeiture, or non-renewal is not reasonably likely to
have a Material Adverse Effect. This Agreement and each of the other Transaction
Documents being delivered on the date hereof have been duly executed and
delivered by the Company and Subsidiaries named therein and will be the legal,
valid and binding obligation of the Company
16
and each Subsidiary that is a party thereto, enforceable against such party in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of
creditors' rights and to general principles of equity.
4.7 Financial Condition.
(a) Except as set forth on Schedule 4.7, since December 31,
2001, no event or development has occurred that has had or is reasonably likely
to have a Material Adverse Effect.
(b) The Company has heretofore furnished to Noteholders
consolidated balance sheets and statements of operations and cash flows of
Holdings, dated as of December 31, 2001, which have been audited by and
accompanied by the opinion of independent public accountants. Such balance
sheets and statements of operations and cash flows present fairly in all
material respects the consolidated financial condition and results of operations
of Holdings and its consolidated Subsidiaries as of the dates and for the
periods indicated, and such audited balance sheets and the notes thereto
disclose all material liabilities, direct or contingent, of Holdings and its
consolidated Subsidiaries, as of the dates thereof.
4.8 Properties. Except as disclosed on Schedule 4.8, (i) each of the
Company and its Subsidiaries has good and marketable title to, or valid
leasehold interests in, all property and assets material to its business, free
and clear of all Liens except Permitted Liens. The properties are in good
working order and condition, ordinary wear and tear excepted. Schedule 4.8 sets
forth a complete and accurate list of all real property owned or leased by each
of the Company and its Subsidiaries, and (ii) each of the Company and its
Subsidiaries has complied with all obligations under all leases to which it is a
party and under which it is in occupancy, and all such leases are in full force
and effect, except for any instances of noncompliance and such failures of such
leases to be in full force and effect that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect and each
of the Company and its Subsidiaries enjoys peaceful and undisturbed possession
under all such material leases.
4.9 Adverse Agreements, Etc. Except (A) the Chapter 11 Cases and (B) as
set forth on Schedule 4.14, none of the Company nor its Subsidiaries is subject
to any charter, limited liability company agreement, partnership agreement, or
other corporate, partnership, or limited liability company restriction or any
judgment, order or ruling of a court or other Governmental Authority that is
reasonably likely to have a Material Adverse Effect.
4.10 Environmental Matters. Except where such noncompliance, Release,
or Environmental Action is not reasonably likely to have a Material Adverse
Effect, (i) the operations of each of the Company and its Subsidiaries are in
compliance in all material respects with Environmental Laws; (ii) there has been
no Release at any of the properties owned or operated by any of the Company and
its Subsidiaries or a predecessor in interest, or at any disposal or treatment
facility which received Hazardous Materials generated by any of the Company and
its Subsidiaries or any predecessor in interest which could have a Material
Adverse Effect; (iii) no Environmental Action has been asserted against any of
the Company and its Subsidiaries or any predecessor in interest nor does any of
the Company and its Subsidiaries have knowledge or notice of any threatened or
pending Environmental Action against any of the Company and its Subsidiaries or
any predecessor in interest which could have a Material
17
Adverse Effect; and (iv) no Environmental Actions have been asserted against any
facilities that may have received Hazardous Materials generated by any of the
Company and its Subsidiaries or any predecessor in interest which could have a
Material Adverse Effect.
4.11 Labor Matters. There is (i) no unfair labor practice complaint
pending or, to the best knowledge of any of the Company and its Subsidiaries,
threatened against any of the Company and its Subsidiaries before any
Governmental Authority and no grievance or arbitration proceeding pending or, to
the best knowledge of any of the Company and its Subsidiaries threatened against
any of the Company and its Subsidiaries which arises out of or under any
collective bargaining agreement, (ii) no strike, labor dispute, slowdown,
stoppage, or similar action or grievance pending or, to the best knowledge of
the Company and its Subsidiaries, threatened against any of the Company and its
Subsidiaries, except employee grievances that are not reasonably likely to have
a Material Adverse Effect, and (iii) to the best knowledge of the Company and
any of its Subsidiaries, no union representation question existing with respect
to the employees of the Company or any of its Subsidiaries and no union
organizing activity taking place with respect to any of the employees of any of
them.
4.12 Holding Company and Investment Company Acts. None of the Company
or any of its Subsidiaries is (i) a "holding company" or a "subsidiary company"
of a "holding company" or an "affiliate" of a "holding company," as such terms
are defined in the Public Utility Holding Company Act of 1935, as amended or
(ii) an "investment company" or an "affiliated person" or "promoter" of, or
"principal underwriter" of or for, an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.
4.13 Taxes. All Federal, state and local tax returns and other reports
required by applicable law to be filed by the Company or its Subsidiaries have
been filed, or extensions have been obtained, and all taxes, assessments and
other governmental charges imposed upon the Company or its Subsidiaries or any
property of the Company or its Subsidiaries and which have become due and
payable on or prior to the date hereof have been paid, except (i) to the extent
contested in good faith by proper proceedings which stay the imposition of any
penalty, fine, or Lien resulting from the non-payment thereof and with respect
to which adequate reserves have been set aside for the payment thereof, or (ii)
where the failure to make such filing, extension or, payment is not reasonably
likely to have a Material Adverse Effect. As of the date hereof, except as set
forth on Schedule 4.13, no federal income tax returns of the Company or its
Subsidiaries are being audited by the IRS and neither the Company nor its
Subsidiaries has as of the date hereof requested or been granted any extension
of time to file any federal, state, local, or foreign tax return. Except as set
forth on Schedule 4.13, none of the Company nor its Subsidiaries is a party to
or has any obligation under any tax sharing agreement.
4.14 Litigation. Except as set forth in Schedule 4.14, there is no
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened action, suit or proceeding affecting the Company or any of its
Subsidiaries before any court or other Governmental Authority or any arbitrator
that is reasonably likely to have a Material Adverse Effect or relates to any
Transaction Document or any transaction contemplated hereby or thereby or that,
if adversely determined, is reasonably likely to have a Material Adverse Effect.
18
4.15 Brokers. No broker or finder acting on behalf of the Company or
any of its Subsidiaries brought about the consummation of the transactions
contemplated pursuant to this Agreement and neither the Company nor any of its
Subsidiaries has any obligation to any Person in respect of any finder's or
brokerage fees (or any similar obligation) in connection with the transactions
contemplated by this Agreement. The Company is solely responsible for the
payment of all such finder's or brokerage fees, if any.
4.16 Governmental Approvals. No authorization or approval or other
action by, and no notice to, or filing with, any Governmental Authority is
required in connection with the due execution, delivery and performance by any
of the Company or its Subsidiaries of any Transaction Document to which it is or
will be a party, except (i) as set forth in Schedule 4.16, (ii) notice filings
that may be required by applicable state "blue sky" laws and Federal securities
laws, and (iii) where the failure to obtain such authorization or approvals, or
to provide such notice or filing, with any Governmental Authority is not
reasonably likely to have a Material Adverse Effect.
4.17 Patents, Trademarks, Copyrights and Licenses. Each of the Company
and its Subsidiaries owns or licenses or otherwise has the right to use all
licenses, permits, trademarks, trademark applications, patents, patent
applications, service marks, tradenames, copyrights, copyright applications,
franchises, authorizations, and other intellectual property rights that are
necessary for the operations of its businesses, without infringement upon or
conflict with the rights of any other Person with respect thereto, except for
such infringements and conflicts which, individually or in the aggregate, could
not have a Material Adverse Effect. Set forth on Schedule 4.17 hereto is a
complete and accurate list as of the date hereof of all trademarks, trademark
applications and tradenames, material licenses, permits, patents, patent
applications, service marks, copyrights, copyright applications, franchises,
authorizations and other intellectual property rights of each of the Company and
its Subsidiaries. No slogan or other advertising device, product, process,
method, substance, part, or other material now employed, or now contemplated to
be employed, by the Company or its Subsidiaries infringes upon, or conflicts
with, any rights owned by any other Person, and no claim or litigation regarding
any of the foregoing is pending or threatened, except for such infringements and
conflicts which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect. To the best knowledge of each of the
Company and its Subsidiaries, no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard, or code is pending or
proposed, which, individually or in the aggregate, that is reasonably likely to
have a Material Adverse Effect.
4.18 Compliance with Laws, Etc. None of the Company nor its
Subsidiaries is in violation of its organizational documents, any material law,
rule, regulation, judgment or order of any Governmental Authority applicable to
it or any of its material property or assets, including, without limitation, the
Physician Self-Referral Law, and no Default or Event of Default has occurred and
is continuing.
4.19 ERISA. Except where any violation is not reasonably likely to have
a Material Adverse Effect, (i) each Employee Plan is in substantial compliance
with ERISA and the IRC, (ii) no Termination Event has occurred nor is reasonably
expected to occur with respect to any Employee Plan, (iii) the most recent
annual report (Form 5500 Series) with respect to each
19
Employee Plan, including any required Schedule B (Actuarial Information)
thereto, copies of which have been filed with the IRS and delivered to
Noteholders, is complete and correct and fairly presents the funding status of
such Employee Plan, and since the date of such report there has been no material
adverse change in such funding status, (iv) no Employee Plan had an accumulated
or waived funding deficiency or permitted decreases which would create a
deficiency in its funding standard account or has applied for an extension of
any amortization period within the meaning of Section 412 of the IRC at any time
during the previous 60 months, and (v) no Lien imposed under the IRC or ERISA
exists or is likely to arise on account of any Employee Plan within the meaning
of Section 412 of the IRC at any time during the previous 60 months. None of the
Company, its Subsidiaries, or any of their ERISA Affiliates have incurred any
withdrawal liability under ERISA with respect to any Multiemployer Plan, or are
aware of any facts indicating that the Company, its Subsidiaries, or any of
their ERISA Affiliates may in the future incur any such withdrawal liability.
Except as required by Section 4980B of the IRC, none of the Company, its
Subsidiaries, or any of their ERISA Affiliates maintains an employee welfare
benefit plan (as defined in Section 3(l) of ERISA) which provides health or
welfare benefits (through the purchase of insurance or otherwise) for any
retired or former employee of the Company, its Subsidiaries or any of its ERISA
Affiliates or coverage after a participant's termination of employment. None of
the Company, its Subsidiaries or any of their ERISA Affiliates has incurred any
liability or obligation under the Worker Adjustment and Retraining Notification
Act ("WARN") or similar state law, which remains unpaid or unsatisfied.
4.20 Registration Under Exchange Act, Registration Rights. Neither the
Company nor any of its Subsidiaries has registered any class of its securities
pursuant to Section 12 of the Exchange Act and no such registration is required
by the Exchange Act. Neither the Company nor any of its Subsidiaries is under
any obligation to register, under the Securities Act, any of its presently
outstanding securities or any securities which may hereafter be issued.
4.21 Full Disclosure. Each of the Company and its Subsidiaries has
disclosed to Noteholders all agreements, instruments and corporate or other
restrictions to which it is subject, and all other matters known to it, that are
reasonably likely to have a Material Adverse Effect. None of the other reports,
financial statements, certificates, or other information taken as a whole
furnished by or on behalf of any of the Company and its Subsidiaries to
Noteholders in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any misstatement of a material fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which it was made, not misleading; provided, however, that, with respect
to projected financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time made.
4.22 Insurance. Each of the Company and its Subsidiaries keeps its
property adequately insured and maintains (i) insurance to such extent and
against such risks, including fire, as is customary with companies in the same
or similar businesses, (ii) workmen's compensation insurance in the amount
required by applicable law, (iii) public liability Insurance, which shall
include product liability insurance, in the amount customary with the Company in
the same or similar business against claims for personal injury or death on
properties owned, occupied or controlled by it, and (iv) such other insurance as
may be required by law or as may
20
be reasonably required by Noteholders. Schedule 4.22 sets forth a list of all
insurance maintained by each of the Company and its Subsidiaries on the date
hereof.
4.23 Joint Ventures. The Company and its Subsidiaries do not own,
directly or indirectly, any equity interest in any Person other than the
Subsidiaries listed on Schedule 4.5 and the Joint Ventures listed on Schedule
4.23. Schedule 4.23 sets forth as of the date hereof a list of all Joint
Ventures in which any of the Company and its Subsidiaries has an equity interest
and the direct or indirect percentage ownership interest of such Person therein.
4.24 Permits, Etc. Except as set forth on Schedule 4.24, (A) each of
the Company and its Subsidiaries has, and is in compliance with, all permits,
licenses, authorizations, approvals, entitlements and accreditations required
for such Person lawfully to own, lease, manage or operate, or to acquire, each
business currently owned, leased, managed or operated, or to be acquired, by
such Person, except where the failure to possess or noncompliance is not
reasonably likely to have a Material Adverse Effect and (B) no condition exists
or event has occurred which, in itself or with the giving of notice or lapse of
time or both, would result in the suspension, revocation, impairment,
forfeiture, or non-renewal of any such permit, license, authorization, approval,
entitlement, or accreditation, and there is no claim that any thereof is not in
full force and effect.
ARTICLE 5
COVENANTS
5.1 Affirmative and Financial Covenants. The Company covenants and
agrees that from and after the date hereof (except as otherwise provided herein,
or unless Noteholders have given their prior written consent) so long as any
shares of the December 2002 Preferred Stock are outstanding:
(a) Books and Records. The Company shall, and shall cause its
Subsidiaries to, keep adequate records and books of account with respect to
their business activities, in which proper entries, reflecting all of their
financial transactions, are made in accordance with GAAP.
(b) Financial and Business Information.
(i) Monthly Information. Commencing with the month
ending December 31, 2002, the Company will deliver to Noteholders as soon as
practicable after the end of each month, but in any event within 45 days of each
month ending December 31, 2002, January 31, 2003 and February 28, 2003 and
within 35 days of the end of each month thereafter: (A) an unaudited
consolidated balance sheet of Holdings and its consolidated Subsidiaries, if
any, at the end of such month and (B) unaudited consolidated statements of
operations, retained earnings and cash flows of Holdings and its consolidated
Subsidiaries, if any, for such month and for the portion of such year ending
with such month;
(ii) Quarterly Information. The Company will deliver
to Noteholders as soon as practicable after the end of each of the first three
quarterly fiscal periods in each fiscal year of Holdings, but in any event
within 45 days (or any shorter period prescribed by any law applicable to the
Company) thereafter, (A) an unaudited consolidated balance sheet of Holdings
21
and its consolidated Subsidiaries, if any, as at the end of such quarter, and
(B) unaudited consolidated statements of operations, retained earnings and cash
flows of Holdings and its consolidated Subsidiaries, if any, for such quarter
and (in the case of the second and third quarters) for the portion of the fiscal
year ending with such quarter, setting forth in comparative form the actual
consolidated figures for the comparable period of the prior fiscal year. Such
statements shall be (1) prepared in accordance with GAAP, (2) in reasonable
detail and (3) certified by the principal financial or accounting officer of
Holdings.
(iii) Annual Information. The Company will deliver to
Noteholders as soon as practicable after the end of each fiscal year of
Holdings, but in any event within 90 days (or any shorter period prescribed by
any law applicable to the Company) thereafter, (A) an audited consolidated
balance sheet of Holdings and its consolidated Subsidiaries, if any, as at the
end of such year and (B) audited consolidated statements of operations, retained
earnings and cash flows of Holdings and its consolidated Subsidiaries, if any,
for such year setting forth in each case in comparative form the figures for the
previous year. Such statements shall be (1) prepared in accordance with GAAP,
(2) in reasonable detail, and (3) opined upon by Ernst & Young, LLP or such
other firm of independent certified public accountants of recognized national
standing selected by Holdings and reasonably acceptable to Noteholders.
(iv) Filings. The Company will deliver to
Noteholders, promptly upon their becoming available, one copy of each report,
notice, or proxy statement sent by Holdings and/or the Company to its
stockholders generally, and of each regular or periodic report (pursuant to the
Exchange Act) and any registration statement, prospectus or other writing (other
than transmittal letters) (including, without limitation, by electronic means)
pursuant to the Securities Act filed by Holdings and/or the Company with (i) the
SEC or (ii) any securities exchange on which shares of Common Stock of Holdings
and/or the Company are listed.
(v) Projections. Subject to applicable securities
laws, commencing with the Fiscal Year ended December 31, 2003, the Company will
deliver to Noteholders within 15 days after the beginning of each Fiscal Year:
(1) projected consolidated balance sheets of
Holdings and its consolidated Subsidiaries, if any, for such Fiscal Year, on a
monthly basis;
(2) projected consolidated cash flow
statements of Holdings and its consolidated Subsidiaries, if any, including
summary details of cash disbursements (including for capital expenditures), for
such Fiscal Year, on a monthly basis; and
(3) projected consolidated statements of
operations of Holdings and its consolidated Subsidiaries, if any, for such
Fiscal Year, on a monthly basis; in each case, approved by the Board of
Directors of the Company or the Chapter 11 Trustee for Holdings, as the case may
be, together with appropriate supporting details.
(vi) Customer Complaints; Other Information. The
Company will promptly notify Noteholders of any material customer complaints
concerning the Company's products and services. If requested by any Noteholder,
the Company will deliver to such
22
Noteholder such other information respecting the Company's or any of its
Subsidiaries' business, financial condition or prospects as such Noteholder may,
from time to time, reasonably request.
(vii) Business Plan. Subject to applicable securities
laws, on or before January 30 of each calendar year the Company shall furnish to
Noteholders a Business Plan through December 31 of that calendar year. The
Business Plan will be prepared such that it is believed by Holdings at the time
furnished to be reasonable, have been prepared on a reasonable basis and in good
faith by Holdings, and have been based on assumptions believed by Holdings to be
reasonable at the time made and upon the best information then reasonably
available to Holdings, and such that Holdings was not aware of any facts or
information that would lead it to believe that such projections, are incorrect
or misleading in any material respect.
(c) Communication with Accountants. Subject to execution of a
confidentiality agreement and applicable securities laws, the Company authorizes
each Noteholder to communicate directly with its independent certified public
accountants and tax advisors and authorizes those accountants to disclose to
such Noteholder any and all financial statements and other supporting financial
documents and schedules including copies of any management letter with respect
to the business, financial condition and other affairs of the Company and any of
its Subsidiaries.
(d) Tax Compliance. The Company shall pay all transfer,
excise, or similar taxes (not including income or franchise taxes) in connection
with the issuance, exchange for, delivery, or transfer by the Company to
Noteholders of the Series B Preferred Stock and any Common Stock or Series B
Preferred Stock issued in lieu of cash dividends on the Series B Preferred Stock
and shall indemnify and save each Noteholder harmless without limitation as to
time against any and all liabilities with respect to such taxes. The Company
shall not be responsible for any taxes in connection with the transfer of the
Series B Preferred Stock or such Common Stock by the holder thereof. The
obligations of the Company under this Section 5.1(d) shall survive the payment,
prepayment, or redemption of the Series B Preferred Stock and the termination of
this Agreement.
(e) Insurance. The Company shall, and shall cause each
Subsidiary of the Company to, maintain insurance covering, without limitation,
fire, theft, burglary, public liability, property damage, product liability,
workers' compensation, directors' and officers' insurance, and insurance on all
property and assets material to the operation of the business of the Company and
its Subsidiaries (taken as a whole), all in amounts customary for the industry.
The Company shall, and shall cause each of its Subsidiaries to, pay all
insurance premiums payable by them.
(f) Compliance with Law. The Company shall, and shall cause
each of its Subsidiaries to, comply with all laws, including Environmental Laws,
applicable to it, except where the failure to comply would not be reasonably
likely to result in a Material Adverse Effect.
(g) Maintenance of Existence and Conduct of Business. The
Company shall, and shall cause each of its Subsidiaries to: (i) do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, and its rights and franchises;
23
(ii) except as permitted hereunder, at all times maintain, preserve and protect
all of its patents, trademarks, and trade names, and preserve all the remainder
of its material assets, in use or useful in the conduct of its business and keep
the same in good repair, working order, and condition (taking into consideration
ordinary wear and tear) and from time to time make, or cause to be made, all
needful and proper repairs, renewals and replacements, betterments and
improvements thereto consistent with industry practices; and (iii) continue to
conduct businesses related to the business that the Company is engaged in on the
date hereof.
(h) Access. The Company shall permit representatives of
Noteholders to visit and inspect any of the properties of the Company and its
Subsidiaries, to examine the corporate books and make copies or extracts
therefrom and to discuss the affairs, finances and accounts of the Company and
its Subsidiaries with the principal officers of the Company, all at such
reasonable times, upon reasonable notice and as often as such Noteholder may
reasonably request.
(i) Excess Cash. The Company shall invest all excess cash in
cash and Cash Equivalents.
(j) Exchange of Stock Certificates. The Company will, at its
expense, promptly upon surrender of any certificates representing shares of the
December 2002 Preferred Stock at the office of the Company referred to in, or
designated pursuant to, Section 10.1 hereof, execute and deliver to any
Noteholder so surrendering such certificates a new certificate or certificates
in denominations specified by such Noteholder for an aggregate number of shares
of Series B Preferred Stock equal to the number of shares of such stock
represented by the certificates surrendered.
(k) Lost, Stolen, Destroyed, or Mutilated Stock Certificates
or Notes
(i) Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction, or mutilation of any certificate
for shares of the December 2002 Preferred Stock and, in the case of loss, theft,
or destruction, upon delivery of an indemnity reasonably satisfactory to the
Company (which may be an undertaking by a Noteholder to so indemnify the
Company), or, in the case of mutilation, upon surrender and cancellation
thereof, the Company will issue a new certificate of like tenor for a number of
shares of Series B Preferred Stock equal to the number of shares of such stock
represented by the certificate lost, stolen, destroyed or mutilated.
(ii) Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction, or mutilation of any note and,
in the case of loss, theft, or destruction, upon delivery of an indemnity
reasonably satisfactory to the Company (which may be an undertaking by a
Noteholder to so indemnify the Company), or, in the case of mutilation, upon
surrender and cancellation thereof, the Company will issue a new note bearing
the same face value and interest rate and accrual dates as the note lost,
stolen, destroyed or mutilated.
(l) Further Assurances. Take such action and execute,
acknowledge, and deliver, and cause each of its Subsidiaries to take such action
and execute, acknowledge, and deliver, at their sole cost and expense, such
agreements, instruments or other documents as
24
Noteholders may reasonably require from time to time in order (i) to carry out
more effectively the purposes of this Agreement and the other Transaction
Documents; (ii) to establish and maintain the validity and effectiveness of any
of the Transaction Documents; and (iii) to better assure, convey, grant, assign,
transfer, and confirm unto Noteholders the rights now or hereafter intended to
be granted to Noteholders under this Agreement or any other Transaction
Documents.
5.2 Negative Covenants. The Company covenants and agrees that from and
after the date hereof (except as otherwise provided herein, or unless
Noteholders have given their prior written consent) so long as any shares of the
December 2002 Preferred Stock are outstanding:
(a) Permitted Acquisitions or Investments. The Company shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly
enter into in any transaction or related series of transactions, acquire or
invest in, whether for cash, debt, Stock, or other property or assets or by
guaranty of any obligation, any assets or business of any Person other than (i)
acquisitions by the Company or wholly-owned Subsidiaries of the Company from the
Company or any such wholly-owned Subsidiary or investments therein; (ii)
acquisitions in the ordinary course of business; (iii) acquisitions involving an
aggregate purchase price of not more than the Acquisition Threshold, (iv)
investments in Cash Equivalents, or (v) investments existing on the date hereof,
as set forth on Schedule 5.2(a), but not any increase in the amount thereof as
set forth on such Schedule or any other modification of the terms thereof;
provided, however, that the Company may cumulatively make new loans or advances
or issue Guaranteed Indebtedness in an aggregate amount of up to $1,000,000 and
the Company may conduct such transactions as are required under agreements that
are in existence on (and as constituted on) the Closing Date with respect to
joint ventures, partnerships, non-wholly owned Subsidiaries, and Subsidiaries of
Holdings organized under the laws of Canada. Except as provided in this
paragraph (a), the Company shall not, and shall not permit any of its
Subsidiaries to, Invest in any Person if, after giving effect thereto, such
Person would be an Affiliate, but not a Subsidiary, of the Company.
(b) Sales of Assets; Liquidation. Except to the extent
required by any Governmental Authority possessing jurisdiction over the business
or operations of the Company or any of its Subsidiaries, the Company shall not,
and shall not permit any Subsidiary of the Company to (i) sell, transfer, convey
or otherwise dispose of any assets or properties, including accounts receivable
or (ii) liquidate, dissolve or wind up the Company, or any of its Subsidiaries,
except for transfers to the Company, whether voluntary or involuntary; provided,
however, that the foregoing shall not prohibit (i) the sale of assets in the
ordinary course of business, (ii) the sale of surplus or obsolete equipment and
fixtures, or (iii) transfers resulting from any casualty or condemnation of
assets or properties.
(c) Stock. Except with respect to shares of Series A Preferred
Stock and Series B Preferred Stock issued in lieu of cash dividends in
accordance with the Amended and Restated Certificate of Designation and the
Series B Certificate of Designation, respectively, the Company shall not issue
any additional senior or pari passu securities. The Company's authorized Stock
shall not include any Stock senior to or pari passu with the Series A Preferred
Stock or the Series B Preferred Stock.
25
(d) Transactions with Affiliates. The Company shall not and
shall not permit any Subsidiary of the Company to enter into, or be a party to,
any transaction with any Affiliate of the Company or such Subsidiary, except (i)
transactions expressly permitted hereby, (ii) transactions in the ordinary
course of and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms that are fully
disclosed to Noteholders and are no less favorable to the Company or such
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate of the Company or such Subsidiary, (iii) transactions
between the Company and its wholly-owned Subsidiaries or its Joint Ventures or
between such Subsidiaries and their Joint Ventures, (iv) transactions disclosed
on Schedule 5.2(f), and (v) payment of compensation to employees and directors'
fees.
(e) Liens, Etc. The Company shall not and shall not permit its
Subsidiaries to create, incur, assume, or suffer to exist any Lien upon or with
respect to any of its properties, whether now owned or hereafter acquired, to
file or suffer to exist under the Uniform Commercial Code or any similar law or
statute of any jurisdiction, a financing statement (or the equivalent thereof)
that names Company or any of its Subsidiaries as debtor, to sign or suffer to
exist any security agreement authorizing any secured party thereunder to file
such financing statement (or the equivalent thereof), to sell any of its
property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts
receivable) with recourse to the Company or any of its Subsidiaries or assign or
otherwise transfer, or permit any of its Subsidiaries to assign or otherwise
transfer, any account or other right to receive income, other than Permitted
Liens.
(f) Indebtedness. The Company shall not and shall not permit
any Subsidiary of the Company to incur or suffer to exist any Indebtedness
except Permitted Indebtedness. The Company shall not and shall not permit any
Subsidiary of the Company to directly or indirectly prepay, redeem, purchase, or
retire any Indebtedness, other than Capital Lease Obligations, or to amend or
otherwise modify any Indebtedness, other than Capital Lease Obligations, to the
extent such amendment or modification would be adverse to Noteholders in any
material respect.
(g) Restricted Payments. The Company shall not and shall not
permit any Subsidiary of the Company to make any Restricted Payments nor shall
the Company permit any Subsidiary to make such payments with respect to the
Company's Stock; provided, however, that the Company may (a) declare and pay
cash dividends on the Series A Preferred Stock and the Series B Preferred Stock
and (b) redeem the Series A Preferred Stock and the Series B Preferred Stock in
accordance with their respective terms.
(h) Sale and Leaseback Transactions. The Company shall not and
shall not permit any Subsidiary to enter into any arrangement, directly or
indirectly, with any Person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred, except that the Company or any Subsidiary may enter
into any such arrangement so long as the aggregate amount of Indebtedness
incurred in connection with such arrangements does not exceed $2,000,000 at any
time outstanding.
26
5.3 Certain Tax Matters.
(a) In the event (i) of a Final Determination (as defined
below) that, due to any reason (including by reason of any of the terms of
Series A Preferred Stock and Series B Preferred Stock) other than an act or
failure to act of any Noteholder (including by reason of the application of IRC
Section 246(c) or IRC Section 246A) or any Noteholder being other than a
corporation, dividends paid or accrued or deemed paid or accrued on the December
2002 Preferred Stock are not eligible for the dividends received deduction
provided under the Dividends Deduction Laws (the "DIVIDENDS-RECEIVED
DEDUCTION"), (ii) any Dividends Deduction Law or any similar or corresponding
state or local law is amended to reduce or eliminate or otherwise limit the
Dividends-Received Deduction available to any Noteholder or (iii) any dividend
with respect to the December 2002 Preferred Stock does not constitute, in whole
or in part, a dividend for federal income tax purposes or such dividend is
subject to Section 1059 of the IRC (in either case, an "EXCESS DISTRIBUTION"),
the Company shall pay to Noteholders with respect to each such dividend payment,
no later than the Payment Date (as defined below), an additional payment (the
"GROSS-UP PAYMENT") such that the net amount of such Gross-Up Payment received
and retained by such Noteholder after payment by such Noteholder of any federal,
state and local income tax payable with respect to such Gross-Up Payment shall
equal, in the case of (i) or (ii) above, the difference between (x) the federal,
state, and local income tax payable by such Noteholder with respect to such
dividend in its taxable year in which the dividend was paid or deemed paid and
(y) the federal, state, and local income tax which would have been payable by
such Noteholder in its taxable year in which the dividend was paid or deemed
paid if the events described in (i) or (ii) had not occurred and in the case of
(iii) above, an amount which, when taken together with the aggregate
distributions (whether treated as dividends or Excess Distributions for federal
income tax purposes) paid or deemed paid to such Noteholder during any taxable
year, would cause such Noteholders' net yield in dollars (after taking into
effect the federal income tax consequences of treating the Excess Distributions
received by such Noteholder as capital gain received upon the taxable sale or
exchange of the December 2002 Preferred Stock) to be equal to the net yield in
dollars which would have been received by such Noteholder had none of the
distributions paid or deemed paid to such Noteholder during such taxable year
constituted Excess Distributions, in all cases together with any interest or
penalties actually payable by such Noteholder to the IRS or any other applicable
taxing authority by reason of such events.
(b) A "FINAL DETERMINATION" shall mean (i) a decision,
judgment, decree, or other order by any court of competent jurisdiction, which
decision, judgment, decree or other order has become final or (ii) a closing
agreement entered into under Section 7121 (or any successor to such Section) of
the IRC or any corresponding provision of state or local law, or any other
settlement agreement entered into in connection with an administrative or
judicial proceeding and consented to by a Noteholder or any member of its
consolidated group. The "PAYMENT DATE" shall mean the date that is 90 days after
the end of the relevant taxable year.
(c) If any Noteholder is notified formally or informally of
any audit, examination, or proceeding by the IRS or any other taxing authority
with respect to the availability of the Dividends-Received Deduction, such
Noteholder shall promptly notify the Company of such audit, examination, or
proceeding; provided, however, that such Noteholder's failure to give such
notice or to keep the Company fully informed concerning a Contest (as
27
defined below) shall not affect the Company's obligation to make Gross-Up
Payments in accordance with this Section. Such Noteholder shall have exclusive
control and responsibility to conduct any audit, examination, proceeding, or
litigation (a "CONTEST") with respect to such issue.
(d) All subsequent holders of the December 2002 Preferred
Stock shall be entitled to all of the benefits of this Section; provided that
any such subsequent holders qualifies for the Dividends-Received Deduction under
the then current Dividend Deductions Laws at the time of its acquisition of the
December 2002 Preferred Stock.
5.4 Status of Dividends. The Company will not (i) in any income tax
return or claim for refund of income tax or other submission to the IRS or other
taxing authority claim a deduction in respect of amounts paid or payable under
the December 2002 Preferred Stock, whether as interest or pursuant to any other
statutory provisions or regulation now in effect or hereafter enacted or
adopted, except to the extent that any such deduction shall not, in the opinion
of counsel satisfactory to Noteholders, operate to jeopardize the availability
to any Noteholder of the dividends received deduction provided by Section
243(a)(l) of the IRC, or any successor provision or any similar or corresponding
provision under state or local law (collectively, the "DIVIDENDS DEDUCTION
LAWS"), (ii) in any Company report to stockholders, or to any governmental body
having jurisdiction over the Company or otherwise treat the December 2002
Preferred Stock other than as equity capital or the dividends paid thereon other
than as dividends paid on equity capital unless required to do so by a
governmental body having jurisdiction over the accounts of the Company or by a
change in the application of GAAP required as a result of an action by an
authoritative accounting standards setting body, and (iii) except to the extent
permitted in clause (i) above and other than as expressly permitted by this
Agreement or the Amended and Restated Certificate of Incorporation take any
action which would result in dividends paid by the Company on the December 2002
Preferred Stock out of the Company's current or accumulated earnings and profits
being ineligible for the dividends received deduction provided by any Dividends
Deduction Laws.
ARTICLE 6
CONDITIONS PRECEDENT
6.1 Conditions Precedent. The obligation of each Noteholder to exchange
its pro rata share of Exchange Notes for the December 2002 Preferred Stock and
the December 2002 Notes pursuant to Section 2.2 hereof, is subject to the
condition that such Noteholder shall have received, on the Closing Date, the
following, each dated the Closing Date unless otherwise indicated, in form and
substance satisfactory to Noteholders:
(a) Opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel
to the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, interim general counsel of the Company,
substantially in the forms attached hereto as Exhibit D and Exhibit E,
respectively, it being understood that to the extent that such opinion of
counsel to the Company shall rely upon any other opinion of counsel, each such
other opinion shall be in form and substance reasonably satisfactory to
Noteholders and shall provide that Noteholders may rely thereon.
28
(b) True and correct copy of this Agreement, dated as of the
Closing Date, duly executed by the parties hereto.
(c) True and correct copies of the resolutions of the Trustee
and stockholder of the Company and the Trustee of Holdings, certified by the
Secretary or Assistant Secretary of the Company, as of the Closing Date, to be
duly adopted and in full force and effect on such date, authorizing (i) the
consummation of each of the transactions contemplated by this Agreement and (ii)
specific officers to execute and deliver this Agreement and each other
Transaction Document to which it is a party.
(d) Governmental certificates, dated the most recent
practicable date prior to the Closing Date, showing that the Company is
organized and in good standing in the jurisdiction of its organization.
(e) True and correct copies, certified by the Secretary or
Assistant Secretary of the Company, of the Amended and Restated Certificate of
Designation and the Series B Certificate of Designation, and evidence of the
filing of each of them with the Secretary of State of the State of Delaware.
(f) True and correct copies, certified by the Secretary or
Assistant Secretary of the Company, of the Amended and Restated Bylaws of the
Company and the Amended and Restated Certificate of Incorporation.
(g) Certificates of the Secretary or an Assistant Secretary of
the Company, dated the Closing Date, as to the incumbency and signatures of the
officers of the Company executing this Agreement, the December 2002 Preferred
Stock and each other Transaction Document to which it is a party and any other
certificate or other document to be delivered pursuant hereto or thereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary.
(h) True and correct copies of Amendment No. 6 to Securities
Exchange Agreement and Amendment No. 2 to the Stockholder Agreement, each dated
as of the Closing Date, duly executed by the parties thereto.
(i) Stock certificates representing accrued but unpaid
dividends on the Series A Preferred Stock at the Event of Default Dividend Rate.
6.2 Additional Conditions. The obligation of each Noteholder to
exchange its pro rata share of Exchange Notes for the December 2002 Preferred
Stock and the December 2002 Notes pursuant to Section 2.2 is subject to the
additional conditions precedent that:
(a) Except as disclosed pursuant to Article 4, there shall not
have occurred any event or condition since December 31, 2001 which could have a
Material Adverse Effect.
(b) All of the representations and warranties of the Company
contained herein or in the other Transaction Documents shall be true and correct
on and as of the Closing Date as if made on such date and no breach of any
covenant contained in Article 5 shall have occurred or would result from the
Closing hereunder.
29
(c) The Closing shall have occurred no later than December 31,
2002.
(d) The issuance of an order by the Bankruptcy Court in the
form attached hereto as Exhibit F.
ARTICLE 7
SECURITIES LAW MATTERS
7.1 Legends. Each certificate representing the December 2002 Preferred
Stock shall bear a legend substantially in the following form:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER
OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES
LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN
PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS
OTHERWISE IN COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND UPON
EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF COMPLIANCE WITH OR
EXEMPTION FROM SUCH LAWS, AS TO WHICH THE COMPANY MAY RELY UPON AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY."
ARTICLE 8
INDEMNIFICATION
The Company agrees to indemnify and hold harmless each Noteholder and
its Affiliates and their respective officers, directors and employees from and
against any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses, and disbursements of
any kind ("LOSSES") which may be imposed upon, incurred by, or asserted against,
such Noteholder or such other indemnified Persons in any manner relating to or
arising out of any untrue representation, breach of warranty, or failure to
perform any covenants or agreement by the Company contained herein or in any
certificate or document delivered pursuant hereto or arising out of any
Environmental Law applicable to the Company or its Subsidiaries or otherwise
relating to or arising out of the transactions contemplated hereby.
ARTICLE 9
EXPENSES
The Company shall pay all reasonable out-of-pocket expenses of (i)
Noteholders in connection with the preparation of the Transaction Documents and
the transactions contemplated thereby, including all legal expenses, and (ii)
Noteholders in connection with (A) any
30
amendment, modification or waiver, or consent with respect to, any of the
Transaction Documents and (B) any attempt to enforce any rights of Noteholders
against the Company, any Subsidiary of the Company or any other Person, that may
be obligated to any Noteholder by virtue of any of the Transaction Documents
(including the reasonable fees and expenses of all of its counsel and
consultants retained in connection with the Transaction Documents and the
transactions contemplated thereby).
ARTICLE 10
MISCELLANEOUS
10.1 Notices. Whenever it is provided herein that any notice, demand,
request, consent, approval, declaration, or other communication shall or may be
given to or served upon any of the parties by another, or whenever any of the
parties desires to give or serve upon another any such communication with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing and either shall be
delivered in person with receipt acknowledged or by registered or certified
mail, return receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback addressed as follows:
(a) If to the Company at:
Coram, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute a notice) to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to Noteholders:
Cerberus Partners, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
31
▇▇▇▇▇▇▇ Sachs Credit Partners L.P.
c/o Goldman, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
Foothill Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇ ▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute a notice) to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, telecopied, and confirmed by telecopy answerback, or
three (3) Business Days after the same shall have been deposited with the United
States mail.
10.2 Binding Effect; Benefits. Except as otherwise provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties to
this Agreement and their respective successors and permitted assigns. Nothing in
this Agreement, express or implied, is intended or shall be construed to give
any person other than the parties to this Agreement or their respective
successors or assigns any legal or equitable right, remedy, or claim under or in
respect of any agreement or any provision contained herein.
10.3 Amendment. No amendment or waiver of any provision of this
Agreement or any other Transaction Document nor consent to any departure by the
Company therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Company and all of Noteholders, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action, of compliance
with any representations, warranties, covenants, or agreements contained herein.
The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any preceding or succeeding
breach and no failure by either party to exercise any right or privilege
hereunder shall
32
be deemed a waiver of such party's rights or privileges hereunder or shall be
deemed a waiver of such party's rights to exercise the same at any subsequent
time or times hereunder.
10.4 Successors and Assigns; Assignability. Neither this Agreement nor
any right, remedy, obligation, or liability arising hereunder or by reason
hereof shall be assignable by the Company without the prior written consent of
all of Noteholders. Any right, remedy, obligation, or liability arising
hereunder or by reason hereof shall be assignable by Noteholders without the
prior written consent of the Company, except the obligation of Noteholders to
exchange for the December 2002 Preferred Stock at Closing. All covenants
contained herein shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
10.5 Remedies. Each Noteholder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. In any action or proceeding brought hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.
10.6 Section and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
10.7 Severability. In the event that any one or more of the provisions
contained in this Agreement shall be determined to be invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality, and
enforceability of any such provision or provisions in every other respect and
the remaining provisions of this Agreement shall not be in any way impaired.
10.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
10.9 Publicity. Neither Noteholders nor the Company shall issue any
press release or make any public disclosure regarding the transactions
contemplated hereby unless such press release or public disclosure is approved
by the other party in advance. Notwithstanding the foregoing, each of the
parties hereto may, in documents required to be filed by it with the SEC or
other regulatory bodies, make such statements with respect to the transactions
contemplated hereby as each may be advised by counsel is legally necessary or
advisable, and may make such disclosure as it is advised by its counsel is
required by law.
10.10 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, construed and enforced in accordance with, the laws of the State of
New York without regard to the principles thereof relating to conflict of laws.
Each of the parties hereby submits to personal jurisdiction and waives any
objection as to venue in the federal or state courts located in the County of
New York, State of
New York. Service of process on the parties in any action
arising out of or relating to this Agreement shall be effective if mailed to the
parties in accordance with
33
Section 10.1 hereof. The parties hereto waive all right to trial by jury in any
action or proceeding to enforce or defend any rights under this Agreement.
10.11 Bankruptcy Court Subservience. Any other provision of this
Agreement, the Stockholder Agreement, the December 2000 Exchange Agreement, the
December 2001 Exchange Agreement, the organizational documents (including the
Amended and Restated Certificate of Incorporation, the Amended and Restated
Bylaws, the Amended and Restated Certificate of Designation and the Series B
Certificate of Designation) of the Company or any other document or instrument
to the contrary notwithstanding, to the extent the Company and Holdings remain
subject to the jurisdiction of the Bankruptcy Court and its rulings (i) their
ability to give effect to any provision in this Agreement or any other of such
agreements, documents or instruments relating to:
(a) the voting rights of the holders of shares of December
2000 Preferred Stock; or
(b) the voting rights of the holders of shares of December
2001 Preferred Stock; or
(c) the number of members of the Board of Directors of the
Company which the holders of Preferred Stock have the right to elect, is limited
by, and subject to, such rulings, and (ii) the covenants and agreements
contained in this Agreement and in such other agreements, documents and
instruments are in all respects limited by and subject to the preceding clause
(i).
10.12 December 2000 Exchange Agreement; December 2001 Exchange
Agreement.
(a) The Noteholders, as "Noteholders" under the December 2000
Exchange Agreement and the December 2001 Exchange Agreement, do hereby consent
to (i) any and all transactions contemplated by this Agreement; and (ii) any and
all transactions contemplated by the order by the Bankruptcy Court in the form
attached hereto as Exhibit F.
(b) The Company and the Noteholders, as "Noteholders" under
the December 2000 Exchange Agreement and the December 2001 Exchange Agreement,
do hereby agree to amend the December 2000 Exchange Agreement and the December
2001 Exchange Agreement by revising all of the schedules applicable to, and
referenced in, Article 5 of the December 2000 Exchange Agreement and the
December 2001 Exchange Agreement to read in their entirety as set forth on the
comparable schedules to this Agreement.
34
IN WITNESS WHEREOF, the Company and each Noteholder has executed this
Agreement as of the day and year first above written.
CORAM, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President, Chief Financial
Officer & Treasurer
NOTEHOLDERS:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
CERBERUS PARTNERS, L.P.
By: Cerberus Associates LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇. NEPORENT
-------------------------------------------------
Name: ▇▇▇▇ ▇. Neporent
Title: Managing Director
FOOTHILL CAPITAL CORPORATION
By: /s/ M. E. ▇▇▇▇▇▇▇
-------------------------------------------------
Name: M. E. ▇▇▇▇▇▇▇
Title: Sr. VP
35
SCHEDULE 1.1(a)
DECEMBER 2000 NOTES
Principal Amount of Series A Senior
Subordinated Unsecured Notes: $61,207,938
Principal Amount of Series B Senior
Subordinated Unsecured Convertible Notes: $92,084,099
S-1
SCHEDULE 1.1(b)
DECEMBER 2001 NOTES
Principal Amount of Series A Senior
Subordinated Unsecured Notes: $40,207,938
Principal Amount of Series B Senior
Subordinated Unsecured Convertible Notes: $92,084,099
S-2
SCHEDULE 1.1(c)
DECEMBER 2002 NOTES
Principal Amount of Series A Senior
Subordinated Unsecured Notes: $ 0
Principal Amount of Series B Senior
Subordinated Unsecured Convertible Notes: $9,000,000
S-3
SCHEDULE 4.1
STOCKHOLDERS AND STOCK
Stockholders Shares
Coram Healthcare Corporation 1,000 shares of Common Stock
Cerberus Partners, L.P. 519.61 shares of Series A Preferred Stock (prior
to 2002 conversion)
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. 659.78 shares of Series A Preferred Stock (prior
to 2002 conversion)
Foothill Capital Corporation 272.20 shares of Series A Preferred Stock (prior
to 2002 conversion)
Stock Equivalents and Other Information
(i) None
(ii) Irrevocable waiver of the Noteholders
dated as of April 13, 2002
S-4
SCHEDULE 4.5
SUBSIDIARIES
STOCK # OF # OF
DOMESTIC CLASS OF CERTIFICATE PAR SHARES SHARES
STATE STOCK NUMBER VALUE AUTHORIZED ISSUED
-------- -------- ----------- ----- ---------- ------
CORAM, INC. SUBSIDIARIES
Coram Alternate Site Services, Inc. Delaware Common 3 $1.00 100 100
Coram Healthcare Corporation of Alabama Delaware Common 02 $ .01 500 100
Coram Healthcare Corporation of Florida Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of Greater D.C. Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of Greater
New York New York Common 03 $ .01 500 500
Coram Healthcare Corporation of Indiana Delaware Common 02 $ .01 500 100
Coram Healthcare Corporation of Kentucky Kentucky Common 02 $ .01 500 100
Coram Healthcare Corporation of Massachusetts Delaware Common 2 $.001 1,000 500
Coram Healthcare Corporation of Michigan Delaware Common 02 $ .01 500 100
Coram Healthcare Corporation of Mississippi Delaware Common 02 $ .01 500 100
Coram Healthcare Corporation of Nevada Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of New York New York Common 3 No 200 100
Coram Healthcare Corporation of North Texas Delaware Common 3 $.10 100,000 1,000
Coram Healthcare Corporation of Northern
California Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of Rhode Island Delaware Common 02 $ .01 500 500
Coram Healthcare Corporation of South
Carolina Delaware Common 02 $ .01 500 100
Coram Healthcare Corporation of Southern
California Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of Southern
Florida Delaware Common 2 $ .01 500 500
Coram Healthcare Corporation of Utah Delaware Common 2 $.001 1,000 500
Coram Healthcare of Wyoming, L.L.C. ▇▇▇▇▇▇▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Coram Homecare of Illinois, Inc. Minnesota Common 2 $ .01 1,000 1,000
(inactive)
Coram Homecare of Minnesota, Inc. Delaware Common 2 $ .01 1,000 ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Inc.
(inactive) California Common 101 No 1,000,000 8,100
Coram Prescription Services, Inc.
(inactive) Delaware Common 1 $ .01 500 100
Coram Service Corporation Delaware Common 12 $ .01 5,000 1,000
Coram Independent Practice Association, Inc.
(Chapter 11) New York Common 2 No 200 100
Coram Resource Network, Inc. (Chapter 11) Delaware Common 1 $ .01 500 100
CTI Network, Inc. Delaware Common 1 $ .01 500 500
Curaflex Health Services, Inc. Delaware Common 02 $ .01 500 100
South
Coram Healthcare/Carolina Home Therapeutics ▇▇▇▇▇▇▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
HealthInfusion, Inc.
(inactive) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $1.00 1,000 100
H.M.S.S., Inc.
(inactive) Delaware Common 4 $.01 10,000 1,000
Home Care Hawaii, LLP Hawaii N/A N/A N/A N/A N/A
SoluNet LLC ▇▇▇▇▇▇▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
T(2) Medical, Inc. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $1.00 1,000 100
PARTNERSHIPS AND JOINT VENTURES
ABC Infusion Therapy N/A N/A N/A N/A N/A
▇▇▇▇ Home Health Resources dba Coram N/A N/A N/A N/A N/A
Healthcare
SSM Infusion Services, LLC Missouri ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇ IV Affiliates, LLC Wisconsin N/A N/A N/A N/A N/A
WIVA-Fox Valley, LLC* ▇▇▇▇▇▇▇▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇-▇
% OF
SHARES RECORD OWNER AND BENEFICIAL
ISSUED OWNERS
------ ---------------------------
CORAM, INC. SUBSIDIARIES
Coram Alternate Site Services, Inc. 100% Curaflex Health Services, Inc.
Coram Healthcare Corporation of Alabama 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Florida 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Greater D.C. 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Greater
New York 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Indiana 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Kentucky 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Massachusetts 100% Curaflex Health Services, Inc.
Coram Healthcare Corporation of Michigan 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Mississippi 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Nevada 100% T(2)Medical, Inc.
Coram Healthcare Corporation of New York 100% Curaflex Health Services, Inc.
Coram Healthcare Corporation of North Texas 100% Curaflex Health Services, Inc.
Coram Healthcare Corporation of Northern
California 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Rhode Island 100% T(2)Medical, Inc.
Coram Healthcare Corporation of South
Carolina 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Southern
California 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Southern
Florida 100% T(2)Medical, Inc.
Coram Healthcare Corporation of Utah 100% Curaflex Health Services, Inc.
Coram Healthcare of Wyoming, L.L.C. 100% Curaflex Health Services, Inc.
Coram Homecare of Illinois, Inc. 100% Medisys, Inc. (dissolved
(inactive) 8/15/01)
Coram Homecare of Minnesota, Inc. 100% T(2)Medical, Inc.
Coram Homecare of Northern California, Inc.
(inactive) 100% T(2)Medical, Inc.
Coram Prescription Services, Inc.
(inactive) 100% Coram, Inc.
Coram Service Corporation 100% T(2)Medical, Inc.
Coram Independent Practice Association, Inc.
(Chapter 11) 100% Coram, Inc.
Coram Resource Network, Inc. (Chapter 11) 100% Coram, Inc.
CTI Network, Inc. 100% Coram, Inc.
Curaflex Health Services, Inc. 100% T(2)Medical, Inc.
Coram Healthcare/Carolina Home Therapeutics 51% Curaflex Health Services, Inc.
49% Medcorp Health Systems, Inc.
HealthInfusion, Inc.
(inactive) 100% Coram, Inc.
H.M.S.S., Inc.
(inactive) 100% Coram, Inc.
Home Care Hawaii, LLP 51% Coram Services Corporation
49% Curaflex Health Services, Inc.
SoluNet LLC N/A Curaflex Health Services, Inc.
T(2) Medical, Inc. 100% Coram, Inc.
PARTNERSHIPS AND JOINT VENTURES
ABC Infusion Therapy 49% Curaflex Health Services, Inc.
1% Coram Alternate Site Services, Inc.
50% Alexian Brothers Medical Center
▇▇▇▇ Home Health Resources dba Coram 50% Curaflex Health Services, Inc.
Healthcare 50% Bakersfield Memorial Hospital
SSM Infusion Services, LLC 50% Curaflex Health Services, Inc.
50% SSM Diversified Corporation
Wisconsin IV Affiliates, LLC 50% Curaflex Health Services, Inc.
50% Ministry Home Care, Inc.
WIVA-Fox Valley, LLC* 50% Wisconsin IV Affiliates, LLC
50% Ministry Home Care, Inc.
*Wisconsin IV Affiliates, LLC has a 50% ownership interest in this entity;
accordingly, Curaflex Health Services, Inc. has 25% indirect ownership interest
in this entity.
S-6
SCHEDULE 4.6
ENFORCEABLE OBLIGATIONS
Holdings, through its wholly owned subsidiaries, Coram Healthcare
Corporation of New York and Coram Healthcare Corporation of Greater New
York, operates home care service agencies under five separate licenses
issued by the State of New York Department of Health (the
"Department"). The contemplated transaction may be viewed by the
Department as a change of controlling person in the operators of these
agencies. If so, applications for approval of the transaction would be
required to be filed with the Department within thirty (30) days of
consummation of the contemplated transaction pursuant to state
licensure laws. Under such circumstances, if the transaction has
already been consummated and approval is not ultimately obtained, the
licensed entity may be subject to fines, an order to cease the licensed
operations, and/or an order to divest itself of the ownership of the
subject home care service agencies.
S-7
SCHEDULE 4.7
FINANCIAL CONDITION
1. On March 7, 2002, the Bankruptcy Court ordered the appointment of ▇▇▇▇▇
▇. ▇▇▇▇▇, Esq. as the Chapter 11 Trustee in the bankruptcy proceedings
of the Company and Holdings. Under the Bankruptcy Code, a Chapter 11
Trustee assumes management functions of the debtors business. In the
case of the Company, at this time the Chapter 11 Trustee has retained
the existing management of the Company to oversee the Company's
day-to-day operations while the Chapter 11 Trustee oversees the
Company's management.
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman, Chief Executive Officer and President of
the Company and Holdings, has notified the Chapter 11 Trustee that he
would not exercise a renewal of his employment contract. ▇▇. ▇▇▇▇▇▇▇'▇
contract was set to expire on its terms on November 29, 2002. However,
such employment contract was extended through December 31, 2002 by the
mutual agreement of the parties. ▇▇. ▇▇▇▇▇▇▇ and the Chapter 11 Trustee
are now negotiating to determine what role, if any, ▇▇. ▇▇▇▇▇▇▇ will
have with the Company and Holdings following such date.
S-8
SCHEDULE 4.8
PROPERTIES
Real Property Owned
None
Liens
None
Real Property Leased
See attached
S-9
ATTACHMENT TO SCHEDULE 4.8
REAL PROPERTY LEASED
LESSEE ADDRESS
------ -------
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇, 6 & 7
▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇), ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suites A-101, ▇▇▇ & ▇▇▇
▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
S-10
LESSEE ADDRESS
------ -------
Coram Alternate Site Services, Inc. 5521, 5523, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇-▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. 13205 Lakefront
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇ ▇. ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Alternate Site Services, Inc ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation and Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Alabama ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Greater D.C. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Greater D.C. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Greater New York ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Mississippi ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇&▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Nevada ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
S-11
LESSEE ADDRESS
------ -------
Coram Healthcare Corporation of Nevada ▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of New York ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of North Texas ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Northern California ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Northern California ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Rhode Island ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Southern California ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Southern California ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Southern California ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Southern Florida ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Wyoming, L.L.C. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare Corporation of Greater New York ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
S-12
LESSEE ADDRESS
------ -------
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
Home Care Hawaii L.L.P. ▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
PARTNERSHIPS AND JOINT VENTURES
Coram Healthcare/Carolina Home Therapeutics ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, 124 & 126
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coram Healthcare/Carolina Home Therapeutics ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ Home Health Resources dba Coram Healthcare ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Wisconsin IV Affiliates, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇
Wisconsin IV Affiliates, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Wisconsin IV Affiliates, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Wisconsin IV Affiliates, LLC ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Coram Healthcare Corporation ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
St. ▇▇▇▇▇▇▇ Hospital
WIVA-Fox Valley, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
S-13
SCHEDULE 4.13
TAXES
INTERNAL REVENUE SERVICE AUDITS - ONGOING
Entity Tax Year(s)
Coram Healthcare Corporation & Subsidiaries 09/30/95
T(2) Medical, Inc. & Subs. 09/30/87-91 relates to NOLs
carried back from 9/30/95
EXTENSIONS OF TIME TO FILE TAX RETURNS
See Attached
TAX SHARING AGREEMENT
There are no tax sharing agreements
S-14
ATTACHMENT TO SCHEDULE 4.13
CORAM HEALTHCARE CORPORATION
RETURNS UNDER EXTENSION AS OF DECEMBER 31, 2002
TAX YEAR ENDED SEPTEMBER 30, 2002
Jurisdiction Entity FEIN
------------ ------ ----
FEDERAL Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
FEDERAL Coram Healthcare Corporation ▇▇-▇▇▇▇▇▇▇
ALABAMA CHC of Alabama ▇▇-▇▇▇▇▇▇▇
ALABAMA Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
CALIFORNIA Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
DISTRICT OF COLUMBIA CHC of Greater D.C. ▇▇-▇▇▇▇▇▇▇
DISTRICT OF COLUMBIA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
GEORGIA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
GEORGIA T(2) Medical, Inc. ▇▇-▇▇▇▇▇▇▇
ILLINOIS Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
MARYLAND CHC of Greater D.C. ▇▇-▇▇▇▇▇▇▇
MARYLAND Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
MARYLAND Coram Resource Network, Inc. ▇▇-▇▇▇▇▇▇▇
MARYLAND Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
MASSACHUSETTS CHC of Massachusetts ▇▇-▇▇▇▇▇▇▇
MASSACHUSETTS Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
MASSACHUSETTS Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
MASSACHUSETTS T(2) Medical, Inc. ▇▇-▇▇▇▇▇▇▇
MINNESOTA Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
MISSISSIPPI Coram Healthcare Corporation ▇▇-▇▇▇▇▇▇▇
MISSISSIPPI CHC of Mississippi ▇▇-▇▇▇▇▇▇▇
MISSISSIPPI Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
MISSISSIPPI T(2) Medical, Inc. ▇▇-▇▇▇▇▇▇▇
NEBRASKA Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
NEW HAMPSHIRE CHC of Massachusetts ▇▇-▇▇▇▇▇▇▇
NEW MEXICO Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
NEW MEXICO Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
NEW YORK Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
NEW YORK CITY Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
NEW YORK METRO Coram, Inc. & Subsidiaries ▇▇-▇▇▇▇▇▇▇
NORTH CAROLINA Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
NORTH CAROLINA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
OKLAHOMA Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
OKLAHOMA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
S-15
ATTACHMENT TO SCHEDULE 4.13
Jurisdiction Entity FEIN
------------ ------ ----
RHODE ISLAND CHC of Massachusetts ▇▇-▇▇▇▇▇▇▇
RHODE ISLAND CHC of Rhode Island ▇▇-▇▇▇▇▇▇▇
RHODE ISLAND T(2) Medical, Inc. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇
SOUTH CAROLINA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
SOUTH CAROLINA T(2) Medical, Inc. ▇▇-▇▇▇▇▇▇▇
TEXAS Coram Healthcare Corporation of Florida ▇▇-▇▇▇▇▇▇▇
WEST VIRGINIA Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
WEST VIRGINIA Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
WISCONSIN Coram Alternate Site Services, Inc. ▇▇-▇▇▇▇▇▇▇
WISCONSIN Curaflex Health Services, Inc. ▇▇-▇▇▇▇▇▇▇
S-16
SCHEDULE 4.14
LITIGATION
1. T(2) MEDICAL, INC. AND CORAM HEALTHCARE CORPORATION V. COMMISSIONER
OF INTERNAL REVENUE SERVICE. In August of 1999, Holdings and T(2) Medical, Inc.
("T(2)") filed a petition in the Tax Court disputing a statutory notice of
deficiency received from the Internal Revenue Service ("IRS") associated with
the 1995 tax year and related tax refund. The IRS disputed several deductions
taken by T(2) and is demanding the return of certain refunds received plus the
payment of interest and penalties. Holdings and T(2) have entered into a
Settlement Agreement with the IRS and the Joint Committee on Taxation of the
United States Congress has approved such Settlement Agreement. If approved by
the Chapter 11 Trustee and the Bankruptcy Court, this Settlement would result in
a federal tax liability of approximately $9.9 million, plus interest of
approximately $8.8 million as of November 15, 2002. The federal income tax
adjustment would also give rise to additional state tax liabilities. If Holdings
is not able to negotiate an installment payment plan on favorable terms with the
IRS, or if the Bankruptcy Court or the Chapter 11 Trustee do not approve the
proposed settlement, or any such installment payment plan, the financial
position and liquidity of Holdings and the Company could be materially adversely
affected.
2. THE OFFICIAL COMMITTEE OF THE UNSECURED CREDITORS OF THE RESOURCE
NETWORK SUBSIDIARIES ▇. ▇▇▇▇▇ HEALTHCARE CORPORATION, ET AL. On November 13,
2001, the Official Committee of the Unsecured Creditors of the Coram Resource
Network, Inc. and Coram Independent Practice Association (collectively, the
"Resource Network Subsidiaries"), filed a complaint, subsequently amended twice,
naming Holdings, the Company, several current and former officers and directors
of Holdings and the Company and the Company's Noteholders as defendants. The
Second Amended Complaint includes RICO, fraud, fraudulent conveyance,
preference, breach of fiduciary duty, conversion and other claims. The Second
Amended Complaint demands compensatory damages in excess of $55 million,
punitive damages and the disallowance of Holding's proof of claim in the
Resource Network Subsidiaries' Chapter 11 case. The defendants, including
Holdings and the Company have filed motions to dismiss, which are pending.
Motions seeking the withdrawal of the reference of the case from the Bankruptcy
Court to the District Court have been filed by certain of the defendants. These
motions, which are opposed by Holdings and the Company, are pending. Meanwhile,
discovery is proceeding under a case management order entered by the Bankruptcy
Court. The Company notified its insurance carrier of the second amended
complaint and intends to avail itself of any appropriate insurance coverage for
its directors and officers, who are also vigorously contesting the allegations.
Principally due to the early stages of the aforementioned Resource Network
Subsidiaries' matters, the ultimate outcome thereof cannot be predicted with any
degree of certainty, nor can management predict the scope and nature of any
indemnification that the directors and officers may have with the Company's
insurance carrier.
3. THREATENED DERIVATIVE CLAIM OF THE OFFICIAL COMMITTEE OF THE EQUITY
SECURITY HOLDERS. In February of 2001, the Equity Committee in the Company's
Chapter 11 case filed a motion with the U.S. Bankruptcy Court for the District
of Delaware seeking permission to bring a derivative lawsuit directly against
Holdings' and the Company's Chief
S-17
Executive Officer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a former board member of
Holdings and Cerberus Partners, L.P. a party to the Company's Debtor in
Possession Financing Agreement, Senior Credit Facility and Securities Exchange
Agreement. The Equity Committee's proposed lawsuit alleges that the defendants
conspired to devalue the Company for the benefit of the Company's creditors. On
February 26, 2001, the Bankruptcy Court ruled that prosecution of the Equity
Committee's complaint would not be productive at that time and, accordingly, the
motion was denied without prejudice. In January 2002, the Equity Committee filed
a substantially similar motion with the Bankruptcy Court, which named the
Company's noteholders as prospective defendants. On February 12, 2002, in
connection with the appointment of the Chapter 11 Trustee, the Bankruptcy Court
again denied the renewed motion without prejudice. On or about December 19,
2002, the Equity Committee filed a disclosure statement and proposed plan of
reorganization (see Docket Nos. 2115, 2119, 2021 and 2022). The plan, if
confirmed, would permit the derivative claim to be prosecuted by a litigation
trust. The Company cannot predict whether the plan will be confirmed nor can it
predict the scope and nature of any indemnification obligations that the Company
may have with regard to current and former directors and officers who may be
named in such a derivative action. Moreover, the Company also cannot predict if
any other actions taken by the Equity Committee will have consequences adverse
to the Company.
4. ARBITRATION DEMAND OF TBOB ENTERPRISES. INC. F/K/A MEDICAL
MANAGEMENT SERVICES OF OMAHA, INC. AGAINST HOLDINGS. In July 2000, TBOB
Enterprises, Inc. ("TBOB") filed an arbitration demand against Holdings claiming
that Holdings breached its obligations under an agreement entered into by the
parties in 1996 relating to a prior earn-out obligation of Holdings' affiliate,
Curaflex Health Services, Inc. ("Curaflex"), that originated from Curaflex's
acquisition of the claimant's prescription services business in 1993. Holdings
and Curaflex operated the business under the name "Coram Prescription Services"
("CPS"), and the assets of the CPS business were sold on July 31, 2000. TBOB
alleges, among other things, that Holdings has impaired the earn-out payments
due TBOB by improperly charging certain expenses to the CPS business and failing
to fulfill the Holdings' commitments to enhance the value of CPS by marketing
its services. The TBOB demand claims damages of more than $898,000. Holdings has
retained outside counsel on this matter and an answer was filed. This matter has
been stayed pending the resolution of the Chapter 11 Cases.
5. ▇▇▇▇ ▇▇▇▇▇ ET AL. V. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ET AL. ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, individually and on behalf of all persons similarly situated, filed
a complaint in the United States District Court for the District of New Jersey
on November 8, 2000 and an Amended Class Action Complaint was filed on November
15, 2000, alleging that certain current and former officers and directors of
Holdings and the Company and the Company's principal lenders, Cerberus Partners,
L.P., Foothill Capital Corporation and ▇▇▇▇▇▇▇, Sachs & Co., implemented a
scheme to perpetrate a fraud upon the stock market regarding the common stock of
Holdings. A Second Amended Class Action Complaint (the "Second Amended
Complaint") filed on March 21, 2001, removed as defendants all of the officers
and directors of the Company as defendants, except for the Company's Chief
Executive Officer and a former member of Holdings' Board of Directors. The
plaintiffs' purported class action suit alleges that the defendants artificially
depressed the trading price of the Company's publicly traded shares and created
the false impression that stockholders' equity was decreasing in value and was
ultimately worthless. The plaintiffs further allege that members of the class
sustained total investment
S-18
losses of $50 million or more. On June 14, 2001, a third Amended Class Action
Complaint (the "Third Amended Complaint") was filed naming the same defendants
as the Second Amended Complaint. The plaintiffs' allegations in the Third
Amended Complaint were substantially similar to the allegations in the Second
Amended Complaint; however, the Third Amended Complaint eliminated references to
the corporate assets of Holdings and the Company. All defendants moved to
dismiss the Third Amended Complaint for failure to state a claim upon which
relief can be granted and, in connection therewith, and, on May 6, 2002 the
District Court granted the defendants' motion to dismiss, with prejudice and
also denied plaintiffs' request for leave to replead. The plaintiffs' appeal to
the United States Court of Appeals for the Third Circuit was denied by an
opinion filed on December 18, 2002. To date, the Holdings' and the Company's
directors and officers liability insurance carrier has paid the costs of defense
of the officers and directors who are defendants in this matter. The Company
cannot predict whether the plaintiffs will seek further appellate review and
management cannot predict the scope and nature of any indemnity obligation the
insurance carrier may have.
6. ▇▇▇▇ ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ HEALTHCARE CORPORATION. Plaintiff, a former
Vice President of Reimbursement of Holdings, filed suit against Holdings
alleging she was wrongfully terminated in violation of federal and state
anti-discrimination statutes. She further alleges that she was terminated as a
result of discovering certain wrongful claims practices of Holdings. Holdings
denied all allegations in the complaint. Holdings' Motion for Summary Judgment
was granted on three out of Plaintiff's four claims. The only surviving claim is
based on age discrimination. Plaintiff has filed a $5 million proof of claim in
the Chapter 11 Cases of Holdings and the Company. Any liability of Holdings in
this case should be covered by Holdings' insurance carrier. However, such
carrier is now under an Order of Liquidation and it is unclear how such order
may affect Holdings' exposure.
7. LENEXA, KANSAS DME AUDIT. In August 2000, the Region D DMERC
commenced an audit of certain claims submitted by the Lenexa, Kansas (Kansas
City) branch of Coram Alternate Site Services, Inc. for certain durable medical
equipment ("DME") services rendered to certain Medicare patients in the years
1995, 1996 and 1997. Counsel has been retained, and such counsel retained a
healthcare reimbursement consultant to review the claims submitted by the Kansas
City branch. A review of the Company's DME policies, procedures, and claims
submissions methods has been completed under the direction of outside counsel.
The Company's potential liability exposure cannot be determined at this time.
S-19
SCHEDULE 4.16
GOVERNMENTAL APPROVALS
1. This Agreement and the Transaction Documents are subject to
the approval of the Bankruptcy Court as set forth in Section
10.11.
2. Holdings, through its affiliates, Coram Healthcare Corporation
of New York and Coram Healthcare Corporation of Greater New
York, operates home care service agencies under five separate
licenses issued by the State of New York Department of Health
(the "Department"). The contemplated transaction may be viewed
by the Department as a change of controlling person in the
operators of these agencies. If so, applications for approval
of the transaction would be required to be filed with the
Department within thirty (30) days of consummation of the
contemplated transaction pursuant to state licensure laws.
Under such circumstances, if the transaction has already been
consummated and approval is not ultimately obtained, the
licensed entity may be subject to fines, an order to cease the
licensed operations, and/or an order to divest itself of the
ownership of the subject home care service agencies.
S-20
SCHEDULE 4.17
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
TRADEMARKS:
REGISTRATION
COMPANY COUNTRY TRADEMARK NUMBER REGISTRATION DATE
------- ------- --------- ------------ -----------------
Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,766,369 4/20/93
Coram, Inc. USA SOLUNET & DESIGN Applied For
Coram, Inc. USA SOLUNET Applied For
Coram, Inc. USA CORAM Applied For
Coram, Inc. USA CORAM HEALTHCARE Applied For
Coram, Inc. USA CELEBRATION OF LIFE CIRCLE Applied For
& DESIGN
Coram, Inc. USA CORAM HEALTHCARE ONE TO Applied For
ONE NUTRITION SUPPORT
CONSUMER SATISFACTION
PROGRAM & DESIGN
Coram, Inc. USA CORAM HEMOPHILIA SERVICES Applied For
HEMO-PHIL-A-SAURUS &
CHARACTER
Coram, Inc. USA CORAM HEMOPHILIA SERVICES Applied For
VON-W-RAPTOR AND CHARACTER
Coram, Inc. USA SOLUNET YOUR PARTNER IN Applied For
PHARMACY ADMIXING SERVICES
AND DESIGN
Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,782,299 7/13/93
Coram, Inc. USA BABYSTART 1,839,093 6/7/94
S-21
REGISTRATION
COMPANY COUNTRY TRADEMARK NUMBER REGISTRATION DATE
------- ------- --------- ------------ -----------------
Coram, Inc. USA CARING, TOGETHER 2,043,411 3/11/97
Coram, Inc USA CATH-TRAIN 1,292,689 9/4/84
Coram, Inc. USA THE CORAM RESOURCE NETWORK 2,152,708 4/21/98
Coram, Inc. USA CRITICAL CARE AMERICA 1,744,060 12/29/92
Curaflex Health Services, USA CURAFLEX 1,487,963 5/10/88
Inc.
Coram, Inc. USA DESIGN ONLY 1,209,221 9/14/92
Coram, Inc. USA FIRST ACTIVITY 1,839,007 6/7/94
HealthInfusion, Inc. USA FIRST CIRCLE 1,820,119 2/8/94
HealthInfusion, Inc. USA HEALTHINFUSION 1,737,332 12/1/92
Coram, Inc. USA HOME-NET 1,754,314 2/23/93
Coram, Inc. USA HOMEPRO 1,411,199 9/30/86
H.M.S.S., Inc. USA IN TOUCH 1,766,876 4/20/93
Coram, Inc. USA PEDIATRICARE AMERICA 1,772,624 5/18/93
HealthInfusion, Inc. USA THE REVOLUTION IN MANAGED 1,820,118 2/8/94
CARE
T2 Medical, Inc. USA SPARC 1,894,283 5/16/95
Coram, Inc. USA WE BRING KIDS' CARE HOME 1,773,883 5/25/93
Coram, Inc. USA PHARMIX Unregistered
S-22
PATENTS:
COMPANY COUNTRY TITLE PATENT NUMBER ISSUE DATE
------- ------- ----- ------------- ----------
Coram, Inc USA Non-exclusive sublicense 4,857,555
to practice United States
Patent No. 4,857,555 to
prescription compound,
dispense and sell in
accordance with written
physician prescriptions
pursuant to License
Agreement dated November
13, 1998.
COPYRIGHTS:
COMPANY COUNTRY TITLE TYPE OF WORK ISSUE DATE
------- ------- ----- ------------ ----------
Coram, Inc. retains Clinical Policies and
copyrights for numerous Procedures
materials including but
not limited to the Operations Policies and
provided example list Procedures
Marketing Materials
Education Materials (in
connection with Clinical
Education Units)
S-23
TRADE NAMES:
Coram Healthcare
Coram
Coram Hemophilia
Services
Coram Anti-infective
Services
Coram Transplant
Services
Coram Nutrition
Services
Coram Chronic
Disorders
SERVICE MARKS:
Coram Healthcare NUTRITION
Corporation-Unregistered SUPPORT
Service ▇▇▇▇ CONSUMER
SATISFACTION
PROGRAM
MATERIAL LICENSES & PERMITS
(see attached)
MATERIAL NAMES:
Coram Prescription Services, a registered fictitious name.
Coram Healthcare Pharmacy, a registered fictitious name.
Corameters, a common law service ▇▇▇▇.
HealthQuest Infusion, a registered fictitious name.
The corporate names listed on Schedule 4.5 hereto and the rights associated
therewith.
The parties also have various trade secrets, which are impractical to list.
S-24
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Alabama Birmingham AL ACHC Accreditation Pending
Coram Healthcare Corporation of
Alabama Birmingham AL DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Alabama Birmingham AL Federal Drug Administration Distributor Only
Coram Healthcare Corporation of
Alabama Birmingham AL Medicaid-Pharmacy Alabama 10002638
Coram Healthcare Corporation of
Alabama Birmingham AL Medicare Part B-DMERC 0467550001
Coram Healthcare Corporation of
Alabama Birmingham AL Medicare Part B-Local 051551045COR
Coram Healthcare Corporation of Birmingham AL National Council for Prescription
Alabama Drug Programs 01-19455
Coram Healthcare Corporation of
Alabama Birmingham AL State Controlled Substance License CS-110472
Coram Healthcare Corporation of
Alabama Birmingham AL State Pharmacy License 110472
Coram Alternate Site Services, Inc. Tempe AZ ACHC Accreditation 513
Coram Alternate Site Services, Inc. Tempe AZ Clinical Laboratory Improvement
Certificate of Wavier 03D0913879
Coram Alternate Site Services, Inc. Tempe AZ DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Tempe AZ Medicaid-Pharmacy/DME Arizona- 328478
Coram Alternate Site Services, Inc. Tempe AZ Medicare Part B-DMERC 0976970065
Coram Alternate Site Services, Inc. Tempe AZ Medicare Part B-Local Arizona- 66491
Coram Alternate Site Services, Inc. Tempe AZ National Council for Prescription
Drug Programs 0321579
Coram Alternate Site Services, Inc. Tempe AZ Out-of-State Pharmacy License California NRP258
Coram Alternate Site Services, Inc. Tempe AZ State Pharmacy License 002749
Coram Alternate Site Services, Inc. Tucson AZ ACHC Accreditation Pending
Coram Healthcare Corporation of
Southern California Glendale CA ACHC Accreditation ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Clinical Laboratory Improvement
Southern California Certificate of Wavier 05D0913813
Coram Healthcare Corporation of
Southern California Glendale CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Glendale CA Exemptee License California-EXC 13200
Coram Healthcare Corporation of
Southern California Glendale CA Home Health Agency License 980000724
Coram Healthcare Corporation of
Southern California Glendale CA Medicaid-Pharmacy/DME California-PHA409360
Coram Healthcare Corporation of
Southern California Glendale CA Medical Waste Generator Permit LQG 117
Coram Healthcare Corporation of
Southern California Glendale CA Medical Waste Hauler Permit LQHE ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Medicare Part B-DMERC 0563500002
Coram Healthcare Corporation of Glendale CA National Council for Prescription
Southern California Drug Programs 05 22525
Coram Healthcare Corporation of
Southern California Glendale CA State Pharmacy License PHY 41494
Coram Healthcare Corporation of
Southern California Glendale CA State Wholesale Pharmacy License California-WLS 3136
Coram Healthcare Corporation of
Southern California Goleta CA ACHC Accreditation Pending
Coram Healthcare Corporation of Goleta CA Clinical Laboratory Improvement
Southern California Certificate of Wavier 05D0878452
Coram Healthcare Corporation of
Southern California Goleta CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Goleta CA Home Health Agency License 050000279
Coram Healthcare Corporation of
Southern California Goleta CA Medicaid-Pharmacy/DME PHA431730
S-25
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Southern California Goleta CA Medical Waste Hauler Permit LQHE ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Goleta CA Medicare Part B-DMERC 0563500005
Coram Healthcare Corporation of Goleta CA National Council for Prescription
Southern California Drug Programs 0577493
Coram Healthcare Corporation of
Southern California Goleta CA State Pharmacy License PHY 46025
Coram Healthcare Corporation of
Northern California Hayward CA ACHC Accreditation Pending
Coram Healthcare Corporation of Hayward CA Clinical Laboratory Improvement
Northern California Certificate of Wavier 05D0913815
Coram Healthcare Corporation of
Northern California Hayward CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Hayward CA Home Health Agency License 020000338
Coram Healthcare Corporation of
Northern California Hayward CA ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Hayward CA Medical Waste Generator Permit ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Hayward CA Medical Waste Hauler Permit PT0200197
Coram Healthcare Corporation of
Northern California Hayward CA Medicare Part B-DMERC 0327160005
Coram Healthcare Corporation of
Northern California Hayward CA Medicare Part B-Local California-PHA378581
Coram Healthcare Corporation of Hayward CA National Council for Prescription
Northern California Drug Programs 05 22385
Coram Healthcare Corporation of
Northern California Hayward CA State Pharmacy License PHY ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ACHC Accreditation Pending
Coram Healthcare Corporation of Ontario CA Clinical Laboratory Improvement
Southern California Certificate of Wavier 05D0913814
Coram Healthcare Corporation of
Southern California Ontario CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Ontario CA Home Health Agency License 2400748
Coram Healthcare Corporation of
Southern California Ontario CA Medicaid-Pharmacy/DME ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Ontario CA Medical Waste Generator Permit 9404187195
Coram Healthcare Corporation of
Southern California Ontario CA Medical Waste Hauler Permit 9506070748
Coram Healthcare Corporation of
Southern California Ontario CA Medicare Part B-DMERC 0563500003
Coram Healthcare Corporation of Ontario CA National Council for Prescription
Southern California Drug Programs 0553708
Coram Healthcare Corporation of
Southern California Ontario CA State Pharmacy License PHY 40884
Coram Healthcare Corporation of
Northern California Sacramento CA ACHC Accreditation Pending
Coram Healthcare Corporation of Sacramento CA Clinical Laboratory Improvement
Northern California Certificate of Wavier Pending
Coram Healthcare Corporation of
Northern California Sacramento CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Sacramento CA Home Health Agency License 020000338 (Branch)
Coram Healthcare Corporation of
Northern California Sacramento CA ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Sacramento CA Medical Waste Hauler Permit FA0006477
Coram Healthcare Corporation of
Northern California Sacramento CA Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Northern California Sacramento CA Medicare Part B-Local California-PHA378580
Coram Healthcare Corporation of Sacramento CA National Council for Prescription
Northern California Drug Programs 0526763
Coram Healthcare Corporation of
Northern California Sacramento CA Out-of-State Pharmacy License Alaska-Pending
Coram Healthcare Corporation of
Northern California Sacramento CA State Pharmacy License PHY 40668
S-26
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. San Diego CA ACHC Accreditation 425
Coram Alternate Site Services, Inc. San Diego CA Clinical Laboratory Improvement
Certificate of Wavier 05D0861432
Coram Alternate Site Services, Inc. San Diego CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. San Diego CA Federal Drug Administration 2028384/LOS
Coram Alternate Site Services, Inc. San Diego CA Home Health Agency License 0800429
Coram Alternate Site Services, Inc. San Diego CA ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. San Diego CA Medical Device Retail License California-101225
Coram Alternate Site Services, Inc. San Diego CA Medical Waste Generator Permit 128748
Coram Alternate Site Services, Inc. San Diego CA Medicare Part B-DMERC 0976970055
Coram Alternate Site Services, Inc. San Diego CA Medicare Part B-Local PHY 40932
Coram Alternate Site Services, Inc. San Diego CA National Council for Prescription
Drug Programs 0522311
Coram Alternate Site Services, Inc. San Diego CA State Pharmacy License California-PHY 40932
Coram Healthcare Corporation of
Southern California Tustin CA ACHC Accreditation Pending
Coram Healthcare Corporation of Tustin CA Clinical Laboratory Improvement
Southern California Certificate of Wavier Pending
Coram Healthcare Corporation of
Southern California Tustin CA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Tustin CA Home Health Agency License 2400748-(Branch)
Coram Healthcare Corporation of
Southern California Tustin CA Medicaid-Pharmacy/DME ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern California Tustin CA Medical Waste Generator Permit Pending
Coram Healthcare Corporation of
Southern California Tustin CA Medical Waste Hauler Permit HSO#162072
Coram Healthcare Corporation of
Southern California Tustin CA Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of Tustin CA National Council for Prescription
Southern California Drug Programs 0577443
Coram Healthcare Corporation of
Southern California Tustin CA State Pharmacy License PHY 45425
Coram Alternate Site Services, Inc. Centennial CO ACHC Accreditation 449-A
Coram Alternate Site Services, Inc. Centennial CO Clinical Laboratory Improvement
Certificate of Wavier 06D0938159
Coram Alternate Site Services, Inc. Centennial CO DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Centennial CO Medicaid-Pharmacy/DME Colorado 03002565
Coram Alternate Site Services, Inc. Centennial CO Medicare Part B-DMERC 0976970044
Coram Alternate Site Services, Inc. Centennial CO Medicare Part B-Local 31163
Coram Alternate Site Services, Inc. Centennial CO National Council for Prescription
Drug Programs 06 14380
Coram Alternate Site Services, Inc. Centennial CO Out-of-State Controlled Substance
License Wyoming-06-14380-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Centennial CO Out-of-State Pharmacy License Nebraska- 76
Coram Alternate Site Services, Inc. Centennial CO Out-of-State Pharmacy License Wyoming-06-14380
Coram Alternate Site Services, Inc. Centennial CO State Pharmacy License 370000024
Coram Alternate Site Services, Inc. Wallingford CT ACHC Accreditation 426
Coram Alternate Site Services, Inc. Wallingford CT DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Wallingford CT Medicaid-DME Connecticut- 004138972
S-27
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Wallingford CT Medicaid-Pharmacy Connecticut- 004143145
Coram Alternate Site Services, Inc. Wallingford CT Medicare Part B-DMERC 0976970031
Coram Alternate Site Services, Inc. Wallingford CT Medicare Part B-Local Connecticut-870000749
Coram Alternate Site Services, Inc. Wallingford CT National Council for Prescription
Drug Programs 0716425
Coram Alternate Site Services, Inc. Wallingford CT State Pharmacy License 01335
Coram Alternate Site Services, Inc. Jacksonville FL ACHC Accreditation 449-C
Coram Alternate Site Services, Inc. Jacksonville FL Clinical Laboratory Improvement
Certificate of Wavier 10D0999257
Coram Alternate Site Services, Inc. Jacksonville FL DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Jacksonville FL Home Health Agency License Florida-HHA20222096
Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-DME Florida- 105458901
Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-Pharmacy Florida- 105458900
Coram Alternate Site Services, Inc. Jacksonville FL Medical Waste Generator Permit 166403113
Coram Alternate Site Services, Inc. Jacksonville FL Medicare Part B-DMERC 0976970006
Coram Alternate Site Services, Inc. Jacksonville FL National Council for Prescription
Drug Programs 10 76149
Coram Alternate Site Services, Inc. Jacksonville FL State Laboratory License Florida-Pending
Coram Alternate Site Services, Inc. Jacksonville FL State Occupational License 006617-0000-9
Coram Alternate Site Services, Inc. Jacksonville FL State Pharmacy License PH0013472
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL ACHC Accreditation Pending
Coram Healthcare Corporation of Pembroke Pines FL Clinical Laboratory Improvement
Southern Florida Certificate of Wavier 10D0983445
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL Home Health Agency License HHA20290096
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL Medicaid-Home Health ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL Medical Waste Generator Permit ▇▇-▇▇-▇▇▇▇▇
Coram Healthcare Corporation of Pembroke Pines FL National Council for Prescription
Southern Florida Drug Programs 10 76137
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL State Laboratory License L800006569
Coram Healthcare Corporation of
Southern Florida Pembroke Pines FL State Occupational License 98000071001
Coram Healthcare Corporation of
Florida Tampa FL ACHC Accreditation Pending
Coram Healthcare Corporation of Tampa FL Clinical Laboratory Improvement
Florida Certificate of Wavier 10D0926885
Coram Healthcare Corporation of
Florida Tampa FL DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Florida Tampa FL Home Health Agency License HHA202960961
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-DME Florida- 103594101
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-DME Texas- 143850901
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-DME Texas- 145471201
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-DME Kentucky Pending
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-Home Health Florida- 103594102
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-Pharmacy Florida- 103594100
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-Pharmacy Texas- 599286
S-28
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
=================================================================================================================================
Coram Healthcare Corporation of
Florida Tampa FL Medicaid-Pharmacy Kentucky Pending
Coram Healthcare Corporation of
Florida Tampa FL Medical Waste Generator Permit ▇▇-▇▇-▇▇▇▇▇
Coram Healthcare Corporation of
Florida Tampa FL Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Florida Tampa FL Medicare Part B-Local Florida-Pending
Coram Healthcare Corporation of Tampa FL National Council for Prescription
Florida Drug Programs 1075349
Coram Healthcare Corporation of
Florida Tampa FL Out-of-State Pharmacy License New Hampshire-Pending
Coram Healthcare Corporation of
Florida Tampa FL State Laboratory License 800012061
Coram Healthcare Corporation of
Florida Tampa FL State Occupational License 14068/8564
Coram Healthcare Corporation of
Florida Tampa FL State Pharmacy License PH0013951
Coram Alternate Site Services, Inc. Marietta GA ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Marietta GA Clinical Laboratory Improvement
Certificate of Wavier 11D0999377
Coram Alternate Site Services, Inc. Marietta GA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Marietta GA Medicaid-Pharmacy/DME Georgia-00676255A
Coram Alternate Site Services, Inc. Marietta GA Medicare Part B-DMERC 0976970070
Coram Alternate Site Services, Inc. Marietta GA Medicare Part B-Local Georgia- 87BBBBF
Coram Alternate Site Services, Inc. Marietta GA National Council for Prescription
Drug Programs 11 41819
Coram Alternate Site Services, Inc. Marietta GA Out-of-State Controlled Substance
License Alabama 110596-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Marietta GA Out-of-State Pharmacy License Alabama 110596
Coram Alternate Site Services, Inc. Marietta GA Out-of-State Pharmacy License Florida- PH 0015981
Coram Alternate Site Services, Inc. Marietta GA Out-of-State Pharmacy License Alabama 200361 - Mail Order--r
Coram Alternate Site Services, Inc. Marietta GA State Pharmacy License 006180
Home Care Hawaii L.L.P Waipahu HI ACHC Accreditation Pending
Home Care Hawaii L.L.P Waipahu HI Clinical Laboratory Improvement
Certificate of Wavier 12D0940811
Home Care Hawaii L.L.P Waipahu HI DEA Certificate ▇▇▇▇▇▇▇▇▇
Home Care Hawaii L.L.P Waipahu HI Medicaid-Pharmacy/DME Pending
Home Care Hawaii L.L.P Waipahu HI Medicare Part B-DMERC 1207750001
Home Care Hawaii L.L.P Waipahu HI National Council for Prescription
Drug Programs 1203722
Home Care Hawaii L.L.P Waipahu HI State Controlled Substance License E02878
Home Care Hawaii L.L.P Waipahu HI State Pharmacy License PHY-592
Coram Alternate Site Services, Inc. Davenport IA ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Davenport IA Clinical Laboratory Improvement
Certificate of Wavier 16D0915297
Coram Alternate Site Services, Inc. Davenport IA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy Kentucky 5400149000/6439
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME 0121756
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME Illinois-760215922001
Coram Alternate Site Services, Inc. Davenport IA Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
S-29
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Davenport IA Medicare Part B-Local Iowa-i7538
Coram Alternate Site Services, Inc. Davenport IA National Council for Prescription
Drug Programs 16 17921
Coram Alternate Site Services, Inc. Davenport IA Out-of-State Controlled Substance
License Illinois--032-005089
Coram Alternate Site Services, Inc. Davenport IA Out-of-State Pharmacy License Illinois--054-013054
Coram Alternate Site Services, Inc. Davenport IA Out-of-State Pharmacy License Missouri- PS 006052
Coram Alternate Site Services, Inc. Davenport IA State Controlled Substance License 1107312
Coram Alternate Site Services, Inc. Davenport IA State Pharmacy License 216
Coram Alternate Site Services, Inc. Boise ID ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Boise ID Clinical Laboratory Improvement
Certificate of Wavier 13D0989080
Coram Alternate Site Services, Inc. Boise ID DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Boise ID Medicaid-Pharmacy/DME Idaho-0130017
Coram Alternate Site Services, Inc. Boise ID Medicaid-Supplies Idaho-V525203
Coram Alternate Site Services, Inc. Boise ID Medicare Part B-DMERC 0976970061
Coram Alternate Site Services, Inc. Boise ID Medicare Part B-Local 1910873
Coram Alternate Site Services, Inc. Boise ID National Council for Prescription
Drug Programs 13 05906
Coram Alternate Site Services, Inc. Boise ID Out-of-State Pharmacy License Oregon-001566
Coram Alternate Site Services, Inc. Boise ID State Laboratory License P789
Coram Alternate Site Services, Inc. Boise ID State Pharmacy License 1677LS
Coram Alternate Site Services, Inc. Boise ID State Pharmacy License 1014PA
Coram Alternate Site Services, Inc. Mt. Prospect IL ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Mt. Prospect IL Clinical Laboratory Improvement
Certificate of Wavier 14D0862753
Coram Alternate Site Services, Inc. Mt. Prospect IL DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mt. Prospect IL Home Health Agency License 1010093
Coram Alternate Site Services, Inc. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-Home Health IL Pending
Coram Alternate Site Services, Inc. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicare Part B-DMERC 0976970005
Coram Alternate Site Services, Inc. Mt. Prospect IL National Council for Prescription
Drug Programs 1466146
Coram Alternate Site Services, Inc. Mt. Prospect IL Out-of-State Pharmacy License Indiana-64000034A
Coram Alternate Site Services, Inc. Mt. Prospect IL State Controlled Substance License 0032-005096
Coram Alternate Site Services, Inc. Mt. Prospect IL State Pharmacy License 0054-013063
Coram Healthcare Corporation of
Indiana Crown Point IN ACHC Accreditation Pending
Coram Healthcare Corporation of Crown Point IN Clinical Laboratory Improvement
Indiana Certificate of Wavier 15D0913807
Coram Healthcare Corporation of
Indiana Crown Point IN DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Indiana Crown Point IN Home Health Agency License 005879
Coram Healthcare Corporation of
Indiana Crown Point IN Medicaid-Pharmacy/DME Indiana 100299060A
S-30
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Indiana Crown Point IN Medicare Part B-DMERC 0238580001
Coram Healthcare Corporation of
Indiana Crown Point IN Medicare Part B-Local 083910
Coram Healthcare Corporation of Crown Point IN National Council for Prescription
Indiana Drug Programs 15 28770
Coram Healthcare Corporation of Crown Point IN Out-of-State Controlled Substance
Indiana License Illinois-032-005256
Coram Healthcare Corporation of
Indiana Crown Point IN Out-of-State Pharmacy License Illinois-054-013299
Coram Healthcare Corporation of
Indiana Crown Point IN State Controlled Substance License 60004457B
Coram Healthcare Corporation of
Indiana Crown Point IN State Pharmacy License 60004457
Coram Healthcare Corporation of
Indiana Crown Point IN State Weights and Measures License 354
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Clinical Laboratory Improvement
Certificate of Wavier 15D1000429
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Home Health Agency License 005875
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Medicaid-Pharmacy/DME Indiana 200026250
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Medicare Part B-DMERC 0976970022
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN National Council for Prescription
Drug Programs 15 31854
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Out-of-State Controlled Substance
License Michigan-5315005373
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Out-of-State Pharmacy License Ohio- ▇▇-▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Out-of-State Pharmacy License Arkansas X-01455
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN Out-of-State Pharmacy License Michigan- ▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN State Controlled Substance License 60004801B
Coram Alternate Site Services, Inc. Fort ▇▇▇▇▇ IN State Pharmacy License 60004801A
Coram Alternate Site Services, Inc. Indianapolis IN ACHC Accreditation 504
Coram Alternate Site Services, Inc. Indianapolis IN DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Indianapolis IN Home Health Agency License 005876
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-DME Kentucky Pending
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy Kentucky 54031232
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME Illinois-760215922007
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME Indiana 200101510
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME Ohio- 0221138
Coram Alternate Site Services, Inc. Indianapolis IN Medicare Part B-DMERC 0976970016
Coram Alternate Site Services, Inc. Indianapolis IN National Council for Prescription
Drug Programs 15 31967
Coram Alternate Site Services, Inc. Indianapolis IN Out-of-State Controlled Substance
License Illinois--0032-005150
Coram Alternate Site Services, Inc. Indianapolis IN Out-of-State Pharmacy License Illinois-0054-013150
Coram Alternate Site Services, Inc. Indianapolis IN State Controlled Substance License 60004802B
Coram Alternate Site Services, Inc. Indianapolis IN State Pharmacy License 60004802
Coram Alternate Site Services, Inc. Lenexa KS ACHC Accreditation Pending
S-31
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Lenexa KS Clinical Laboratory Improvement
Certificate of Wavier 17D0913860
Coram Alternate Site Services, Inc. Lenexa KS DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Lenexa KS Federal Drug Administration KS21143
Coram Alternate Site Services, Inc. Lenexa KS Home Health Agency License A-046-062
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME Kansas 6218446502
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME Missouri- 623176807
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Home Health Missouri- 589662808
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy Kansas 6018446501
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy Missouri- 603176801
Coram Alternate Site Services, Inc. Lenexa KS Medicare Part B-DMERC 0976970068
Coram Alternate Site Services, Inc. Lenexa KS Medicare Part B-Local Kansas-9004180
Coram Alternate Site Services, Inc. Lenexa KS National Council for Prescription
Drug Programs 17 15361
Coram Alternate Site Services, Inc. Lenexa KS Out-of-State Pharmacy License Missouri- PS005955
Coram Alternate Site Services, Inc. Lenexa KS State Pharmacy License 2-08486
Coram Alternate Site Services, Inc. Wichita KS ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Wichita KS Clinical Laboratory Improvement
Certificate of Wavier 17D0926788
Coram Alternate Site Services, Inc. Wichita KS DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Wichita KS Home Health Agency License A-087-019
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Wichita KS Medicaid-Home Health Kansas-CO575542
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Wichita KS Medicare Part B-DMERC 0976970027
Coram Alternate Site Services, Inc. Wichita KS Medicare Part B-Local Kansas-048181
Coram Alternate Site Services, Inc. Wichita KS National Council for Prescription
Drug Programs 1715929
Coram Alternate Site Services, Inc. Wichita KS Out-of-State Pharmacy License Oklahoma- 99-99
Coram Alternate Site Services, Inc. Wichita KS Out-of-State Pharmacy License Missouri- Pending
Coram Alternate Site Services, Inc. Wichita KS State Pharmacy License 2-08638
Coram Alternate Site Services, Inc. St. Rose LA ACHC Accreditation 511
Coram Alternate Site Services, Inc. St. Rose LA Clinical Laboratory Improvement
Certificate of Wavier 19D0931538
Coram Alternate Site Services, Inc. St. ▇▇▇▇ ▇▇ ▇▇▇ Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. St. Rose LA Medicare Part B-DMERC 0976970040
Coram Alternate Site Services, Inc. St. Rose LA Medicare Part B-Local Louisiana-5CC58
Coram Alternate Site Services, Inc. St. Rose LA National Council for Prescription
Drug Programs 1926609
Coram Alternate Site Services, Inc. St. Rose LA Out-of-State Controlled Substance
License Alabama 110554-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. St. Rose LA Out-of-State Pharmacy License Alabama 110554
S-32
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. St. Rose LA Out-of-State Pharmacy License Alabama-200354 Mail Order
Coram Alternate Site Services, Inc. St. Rose LA Out-of-State Pharmacy License Mississippi- 03045/07.1
Coram Alternate Site Services, Inc. St. Rose LA State Controlled Substance License C003260-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. St. Rose LA State Controlled Substance License C003261-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. St. Rose LA State Pharmacy License 3260-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. St. Rose LA State Pharmacy License 3261-▇▇
▇▇▇▇▇ Healthcare Corporation of
Massachusetts Hopkinton MA ACHC Accreditation Pending
Coram Healthcare Corporation of Hopkinton MA Clinical Laboratory Improvement
Massachusetts Certificate of Wavier 22D0939457
Coram Healthcare Corporation of
Massachusetts Hopkinton MA DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Massachusetts ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Medicaid-Pharmacy ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Medicaid-Pharmacy New Hampshire-Pending
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Medicaid-Pharmacy/DME Massachusetts- 0444669
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Medicare Part B-DMERC 1088740001
Coram Healthcare Corporation of Hopkinton MA National Council for Prescription
Massachusetts Drug Programs 22 35718
Coram Healthcare Corporation of Hopkinton MA Out-of-State Home Health Agency
Massachusetts License New Hampshire- 02728
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Out-of-State Pharmacy License Maine-M040000134
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Out-of-State Pharmacy License Rhode Island-PHN09106
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Out-of-State Pharmacy License New Hampshire- NR0136
Coram Healthcare Corporation of
Massachusetts Hopkinton MA Out-of-State Pharmacy License Connecticut-PCN.497
Coram Healthcare Corporation of
Massachusetts Hopkinton MA State Controlled Substance License DS 2584-3
Coram Healthcare Corporation of
Massachusetts Hopkinton MA State Pharmacy License DS 2584-1
Coram Healthcare Corporation of
Greater D.C. Columbia MD ACHC Accreditation Pending
Coram Healthcare Corporation of Columbia MD Clinical Laboratory Improvement
Greater D.C. Certificate of Wavier 21D0928157
Coram Healthcare Corporation of
Greater D.C. Columbia MD DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Greater D.C. Columbia MD Medicaid-DME Maryland- 1385020 00
Coram Healthcare Corporation of
Greater D.C. Columbia MD Medicaid-DME District of Columbia-Pending
Coram Healthcare Corporation of
Greater D.C. Columbia MD Medicaid-Pharmacy Maryland-1385011 00
Coram Healthcare Corporation of
Greater D.C. Columbia MD Medicaid-Pharmacy District of Columbia-Pending
Coram Healthcare Corporation of
Greater D.C. Columbia MD Medicare Part B-DMERC 0624590003
Coram Healthcare Corporation of Columbia MD National Council for Prescription
Greater D.C. Drug Programs 21 20323
Coram Healthcare Corporation of Columbia MD Out-of-State Controlled Substance
Greater D.C. License Delaware- PH0401
Coram Healthcare Corporation of
Greater D.C. Columbia MD Out-of-State Pharmacy License Delaware- A90000131
Coram Healthcare Corporation of
Greater D.C. Columbia MD Out-of-State Pharmacy License Virginia- 0214-000126
Coram Healthcare Corporation of
Greater D.C. Columbia MD Residential Services Agency 1094
Coram Healthcare Corporation of
Greater D.C. Columbia MD State Controlled Substance License 438633
S-33
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Greater D.C. Columbia MD State Laboratory License Exception 19-970051
Coram Healthcare Corporation of
Greater D.C. Columbia MD State Pharmacy License PWO131
Coram Alternate Site Services, Inc. Grand Rapids MI ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Grand Rapids MI Clinical Laboratory Improvement
Certificate of Wavier 23D0914066
Coram Alternate Site Services, Inc. Grand Rapids MI DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Grand Rapids MI Medicaid-DME Michigan-3146958
Coram Alternate Site Services, Inc. Grand Rapids MI Medicaid-Pharmacy Michigan-3143160
Coram Alternate Site Services, Inc. Grand Rapids MI Medicare Part B-DMERC 0976970010
Coram Alternate Site Services, Inc. Grand Rapids MI Medicare Part B-Local Michigan-ON55610
Coram Alternate Site Services, Inc. Grand Rapids MI National Council for Prescription
Drug Programs 23 54619
Coram Alternate Site Services, Inc. Grand Rapids MI State Controlled Substance License 5301006259-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Grand Rapids MI State Pharmacy License 5301006259
Coram Healthcare Corporation of
Michigan Lansing MI ACHC Accreditation Pending
Coram Healthcare Corporation of
Michigan Lansing MI DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Michigan Lansing MI ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Michigan Lansing MI Medicaid-Pharmacy Michigan-3128154
Coram Healthcare Corporation of
Michigan Lansing MI Medicare Part B-DMERC 0571460002
Coram Healthcare Corporation of
Michigan Lansing MI National Council for Prescription
Drug Programs 23 54544
Coram Healthcare Corporation of
Michigan Lansing MI Out-of-State Pharmacy License Indiana-64000071A
Coram Healthcare Corporation of
Michigan Lansing MI State Controlled Substance License ▇▇▇▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇ Healthcare Corporation of
Michigan Lansing MI State Pharmacy License ▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Plymouth MI ACHC Accreditation 427
Coram Alternate Site Services, Inc. Plymouth MI Clinical Laboratory Improvement
Certificate of Wavier 23D0882798
Coram Alternate Site Services, Inc. Plymouth MI DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Plymouth MI Federal Drug Administration 1836052
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-DME Michigan-3148228
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Home Health Michigan-3182506
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Pharmacy Michigan- 3143188
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Pharmacy/DME Ohio- 0148781
Coram Alternate Site Services, Inc. Plymouth MI Medicare Part B-DMERC 0976970030
Coram Alternate Site Services, Inc. Plymouth MI Medicare Part B-Local OM24830
Coram Alternate Site Services, Inc. Plymouth MI National Council for Prescription
Drug Programs 2356548
Coram Alternate Site Services, Inc. Plymouth MI Out-of-State Pharmacy License Florida- PH0016415
Coram Alternate Site Services, Inc. Plymouth MI Out-of-State Pharmacy License Indiana 64000070
Coram Alternate Site Services, Inc. Plymouth MI Out-of-State Pharmacy License Ohio- ▇▇-▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Plymouth MI State Controlled Substance License ▇▇▇▇▇▇▇▇▇▇-CS
S-34
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Plymouth MI State Pharmacy License ▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Mendota Heights MN DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇- ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Home Health Minnesota- 673555000
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇- ▇▇▇▇▇
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy Pennsylvania- Pending
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME Minnesota- 807322800
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME Wisconsin- 33204700
Coram Alternate Site Services, Inc. Mendota Heights MN Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN Medicare Part B-Local 870000755
Coram Alternate Site Services, Inc. Mendota Heights MN National Council for Prescription
Drug Programs 24 21662
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Michigan-530100638-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Alabama 111092-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Illinois--032-005006
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Oregon-001558-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Utah- ▇▇-▇▇▇▇▇▇-▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Wyoming- 24-21662-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Mendota Heights MN Out-of-State Controlled
Substance License Montana- 112-▇▇
▇▇▇▇▇ Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Alabama 111092
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Alabama 200507-Mail
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License California NRP 257
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Colorado 5046
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Florida- PH0015495
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Iowa- 3011
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Idaho-1264MS
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Illinois--054-012063
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Indiana 64000056
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Kansas-22-01519
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Kentucky-MN274
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Michigan-5301006638
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Missouri- PS006596
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Mississippi- 04004/07.1
S-35
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Montana- 112
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License North Dakota- 242
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Nebraska--74
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Ohio-02-1109450
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Oklahoma-99-286
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Oregon-001558
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Rhode Island-PHN09177
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License South Dakota 400-0013
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Texas-18213
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Utah- ▇▇-▇▇▇▇▇▇-▇▇▇▇
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Washington--- FM00056011
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Wyoming-24-21662
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Alaska 203
Coram Alternate Site Services, Inc. Mendota Heights MN Out-of-State Pharmacy License Arizona- Y03383
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇
Coram Alternate Site Services, Inc. Mendota Heights MN State Wholesale Pharmacy License Minnesota-360564-8
Coram Homecare of Minnesota, Inc. Mendota Heights MN ACHC Accreditation Pending
Coram Homecare of Minnesota, Inc. Mendota Heights MN Clinical Laboratory Improvement
Certificate of Wavier 24D0907416
Coram Homecare of Minnesota, Inc. Mendota Heights MN Home Health Agency License 0034824
Coram Homecare of Minnesota, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
Coram Homecare of Minnesota, Inc. Mendota Heights MN Medicare-Part A 24-7247
Coram Alternate Site Services, Inc. Moorhead MN ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Moorhead MN Clinical Laboratory Improvement
Certificate of Wavier 24D0957100
Coram Alternate Site Services, Inc. Moorhead MN DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Moorhead MN Home Health Agency License Sequential
Coram Alternate Site Services, Inc. Moorhead MN Medicaid-Pharmacy/DME South Dakota 8530780
Coram Alternate Site Services, Inc. Moorhead MN Medicare Part B-DMERC 0976970072
Coram Alternate Site Services, Inc. Moorhead MN National Council for Prescription
Drug Programs 24 24745
Coram Alternate Site Services, Inc. Moorhead MN Out-of-State Pharmacy License North Dakota-243
Coram Alternate Site Services, Inc. Moorhead MN Out-of-State Pharmacy License South Dakota 400-0125
Coram Alternate Site Services, Inc. Moorhead MN State Pharmacy License Minnesota-261497-3
Coram Alternate Site Services, Inc. Moorhead MN State Wholesale Pharmacy License Minnesota-360769-1
Coram Alternate Site Services, Inc. Earth City MO ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Earth City MO Clinical Laboratory Improvement
Certificate of Wavier 26D0913848
Coram Alternate Site Services, Inc. Earth City MO DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Earth City MO Medicaid-DME Missouri- 622199008
S-36
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Home Health Kansas 5818446501
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy Missouri- 602199002
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy ???
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy Kansas 6018446501
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy/DME Illinois-760215922006
Coram Alternate Site Services, Inc. Earth City MO Medicare Part B-DMERC 0976970069
Coram Alternate Site Services, Inc. Earth City MO National Council for Prescription
Drug Programs 2630134
Coram Alternate Site Services, Inc. Earth City MO Out-of-State Controlled Substance
License Illinois-0032-005192
Coram Alternate Site Services, Inc. Earth City MO Out-of-State Pharmacy License Arkansas X-01315
Coram Alternate Site Services, Inc. Earth City MO Out-of-State Pharmacy License Illinois-054-013207
Coram Alternate Site Services, Inc. Earth City MO Out-of-State Pharmacy License Arizona- Y03382
Coram Alternate Site Services, Inc. Earth City MO State Controlled Substance
License 08891805
Coram Alternate Site Services, Inc. Earth City MO State Pharmacy License PS 005866
Coram Healthcare Corporation of
Mississippi Jackson MS ACHC Accreditation Pending
Coram Healthcare Corporation of
Mississippi Jackson MS Clinical Laboratory Improvement
Certificate of Wavier 25D0317982
Coram Healthcare Corporation of
Mississippi Jackson MS DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Healthcare Corporation of
Mississippi Jackson MS Medicaid-DME Mississippi- 0440420
Coram Healthcare Corporation of
Mississippi Jackson MS Medicaid-Pharmacy Mississippi- 0330295
Coram Healthcare Corporation of
Mississippi Jackson MS Medicare Part B-DMERC 1131200001
Coram Healthcare Corporation of
Mississippi Jackson MS National Council for Prescription
Drug Programs 25 17538
Coram Healthcare Corporation of
Mississippi Jackson MS Out-of-State Controlled Substance
License Alabama 110761-▇▇
▇▇▇▇▇ Healthcare Corporation of
Mississippi Jackson MS Out-of-State Pharmacy License Alabama 110761
Coram Healthcare Corporation of
Mississippi Jackson MS Out-of-State Pharmacy License Alabama 200436 Mail Order
Coram Healthcare Corporation of
Mississippi Jackson MS Out-of-State Pharmacy License Louisiana- 3465-OOSPE
Coram Healthcare Corporation of
Mississippi Jackson MS State Controlled Substance License CS 03041-02CJ
Coram Healthcare Corporation of
Mississippi Jackson MS State Pharmacy License 03041-02.0
Coram Alternate Site Services, Inc. Asheville NC ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Asheville NC Clinical Laboratory Improvement
Certificate of Wavier 34D0920551
Coram Alternate Site Services, Inc. Asheville NC DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Asheville NC Home Health Agency License HC0089
Coram Alternate Site Services, Inc. Asheville NC Medicaid-DME North Carolina- 7701570
Coram Alternate Site Services, Inc. Asheville NC Medicaid-Home Care North Carolina- 6800313
Coram Alternate Site Services, Inc. Asheville NC Medicaid-Pharmacy North Carolina- 0116475
Coram Alternate Site Services, Inc. Asheville NC Medicare Part B-DMERC 0976970035
Coram Alternate Site Services, Inc. Asheville NC National Council for Prescription
Drug Programs 34 31599
Coram Alternate Site Services, Inc. Asheville NC Out-of-State Pharmacy License South Carolina-60005553
S-37
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Asheville NC State Pharmacy License 5936
Coram Alternate Site Services, Inc. Charlotte NC ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Charlotte NC Clinical Laboratory Improvement
Certificate of Wavier 34D0920552
Coram Alternate Site Services, Inc. Charlotte NC DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Charlotte NC Home Health Agency License HC0091
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-DME North Carolina- 7701507
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-DME South Carolina- DME889
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Home Care North Carolina- 6800300
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Pharmacy North Carolina- 0607994
Coram Alternate Site Services, Inc. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Charlotte NC Medicare Part B-DMERC ▇▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Charlotte NC National Council for Prescription
Drug Programs 34 31602
Coram Alternate Site Services, Inc. Charlotte NC Out-of-State Pharmacy License South Carolina- 6003597
Coram Alternate Site Services, Inc. Charlotte NC Out-of-State Pharmacy License Virginia- 0214000485
Coram Alternate Site Services, Inc. Charlotte NC State Pharmacy License 5935
Coram Alternate Site Services, Inc. Morrisville NC ACHC Accreditation 505
Coram Alternate Site Services, Inc. Morrisville NC Clinical Laboratory Improvement
Certificate of Wavier 34D0920338
Coram Alternate Site Services, Inc. Morrisville NC DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Morrisville NC Home Health Agency License HC0237
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-DME North Carolina- 7701741
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Home Care North Carolina- 6800293
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy North Carolina- 0929026
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy Pending
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy South Carolina- Pending
Coram Alternate Site Services, Inc. Morrisville NC Medicare Part B-DMERC 0976970002
Coram Alternate Site Services, Inc. Morrisville NC Medicare Part B-Local 2779975
Coram Alternate Site Services, Inc. Morrisville NC National Council for Prescription
Drug Programs 3431474
Coram Alternate Site Services, Inc. Morrisville NC Out-of-State Pharmacy License Virginia- 0214000186
Coram Alternate Site Services, Inc. Morrisville NC State Pharmacy License 5938
Coram Alternate Site Services, Inc. New Bern NC ACHC Accreditation Pending
Coram Alternate Site Services, Inc. New Bern NC DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. New Bern NC National Council for Prescription
Drug Programs 34 38795
Coram Alternate Site Services, Inc. New Bern NC State Pharmacy License 07584
Coram Alternate Site Services, Inc. Winston-Salem NC ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Winston-Salem NC Clinical Laboratory Improvement
Certificate of Wavier 34D0919337
Coram Alternate Site Services, Inc. Winston-Salem NC Home Health Agency License HC0461
S-38
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Winston-Salem NC Medicaid-Home Care North Carolina- 6800314
Coram Alternate Site Services, Inc. Omaha NE ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Omaha NE Clinical Laboratory Improvement
Certificate of Wavier 28D0956966
Coram Alternate Site Services, Inc. Omaha NE DEA Certificate ▇▇▇▇▇▇▇▇▇
Coram Alternate Site Services, Inc. Omaha NE Home Health Agency License 261008
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Arkansas 129011716
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Colorado 00752111X
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Connecticut- 003101467
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Iowa- 0958025
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Kentucky 90012469
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Louisiana- 1548456
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Missouri- 628232506
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Montana- 0562068
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME North Dakota- 59877
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME New Jersey 7599811
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME New Mexico- P5046
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Oklahoma-100815290C
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME South Dakota 9161250
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Texas-1391765-03
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Texas-0120248-01
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Washington--- 9045097
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Kansas-6218446504
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME Indiana-806180800
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME South Carolina-Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Care North Carolina- 6800359
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Colorado 00752078X
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Connecticut- 003101714
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Iowa- 0960351
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Kansas 58-184465-02
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Kentucky 34460014
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Minnesota- 3178277-00
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Montana- 0740010
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health North Carolina- 68130
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Nebraska- 76021592214
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Ohio- 0217358
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Oklahoma- B7602159220
S-39
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health Washington--- 9044827
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Hyperalimentation Texas-1391765-11
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Colorado--93000894
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Arkansas 129010407
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Kansas 6018446504
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Kentucky 54032495
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Louisiana- 1263516
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Missouri- 608232500
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Montana- 212563
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy North Carolina- 0285172
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy New Jersey 7599803
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Oklahoma-100815290G
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy South Dakota 8531480
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Texas-Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Washington--- 6021216
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Pennsylvania- 01829446
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy Indiana-806167500
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME Arizona-687577
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME Minnesota- 1392204-00
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME Nebraska- 76021592200
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME New York-- 0614502
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME Ohio- 0218624
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME Michigan-873163716
Coram Alternate Site Services, Inc. Omaha NE Medicaid-PharmacyIV Washington--- 7331408
Coram Alternate Site Services, Inc. Omaha NE Medicare Part B-DMERC 0976970046
Coram Alternate Site Services, Inc. Omaha NE Medicare Part B-Local 098413
Coram Alternate Site Services, Inc. Omaha NE National Council for Prescription
Drug Programs 2814641
Coram Alternate Site Services, Inc. Omaha NE Out-of-State Pharmacy License Iowa- 3093
Coram Alternate Site Services, Inc. Omaha NE Out-of-State Pharmacy License Kansas 22-01501
Coram Alternate Site Services, Inc. Omaha NE Out-of-State Pharmacy License Missouri- PS006051
Coram Alternate Site Services, Inc. Omaha NE Out-of-State Pharmacy License South Dakota 400-0005
Coram Alternate Site Services, Inc. Omaha NE State Pharmacy License Nebraska-2245
Coram Alternate Site Services, Inc. Totowa NJ ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Totowa NJ Clinical Laboratory Improvement
Certificate of Wavier 31D0949459
Coram Alternate Site Services, Inc. Totowa NJ DEA Certificate BC4810316
Coram Alternate Site Services, Inc. Totowa NJ Healthcare Services facility HP0218401
S-40
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Totowa NJ Medicaid-DME New Jersey-6860117
Coram Alternate Site Services, Inc. Totowa NJ Medicaid-Pharmacy New Jersey-6860109
Coram Alternate Site Services, Inc. Totowa NJ Medical Waste Generator Permit 0131474
Coram Alternate Site Services, Inc. Totowa NJ Medicare Part B-DMERC 0976970004
Coram Alternate Site Services, Inc. Totowa NJ Medicare Part B-Local New Jersey-059517
Coram Alternate Site Services, Inc. Totowa NJ National Council for Prescription
Drug Programs 3137064
Coram Alternate Site Services, Inc. Totowa NJ State Blood Bank License 2702
Coram Alternate Site Services, Inc. Totowa NJ State Controlled Substance License D06976900
Coram Alternate Site Services, Inc. Totowa NJ State Pharmacy License New Jersey-28RS00527400
Coram Alternate Site Services, Inc. Totowa NJ State Weights and Measures License 17-029268-99
Coram Alternate Site Services, Inc. Albuquerque NM ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Albuquerque NM DEA Certificate BC4487991
Coram Alternate Site Services, Inc. Albuquerque NM Home Health Agency License 2T6754
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy Arizona- Pending
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy Colorado Pending
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy Idaho-Pending
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy/DME New Mexico- F4497
Coram Alternate Site Services, Inc. Albuquerque NM Medicare Part B-DMERC 0976970051
Coram Alternate Site Services, Inc. Albuquerque NM Medicare Part B-Local New Mexico- 600521028
Coram Alternate Site Services, Inc. Albuquerque NM National Council for Prescription
Drug Programs 32 08976
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Texas-19314
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Washington--- FM00056589
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Colorado-5217
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Oregon- 001810
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Utah- 4551489-1708
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Nevada- PH1508
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Hawaii- PMP170
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Alaska 232
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Wyoming- 32-08976
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License California NRP 370
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Idaho-1509MS
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Arizona- Y03381
Coram Alternate Site Services, Inc. Albuquerque NM Out-of-State Pharmacy License Minnesota-Pending
Coram Alternate Site Services, Inc. Albuquerque NM State Controlled Substance License CS-00017759
Coram Alternate Site Services, Inc. Albuquerque NM State Pharmacy License PH-00001736
Coram Healthcare Corporation of
Nevada Las Vegas NV ACHC Accreditation Pending
S-41
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Nevada Las Vegas NV DEA Certificate BC4540351
Coram Healthcare Corporation of
Nevada Las Vegas NV Medicaid-DME Nevada-Pending ?
Coram Healthcare Corporation of
Nevada Las Vegas NV Medicaid-Home Health Nevada-Pending ?
Coram Healthcare Corporation of
Nevada Las Vegas NV Medicaid-Pharmacy Nevada-Pending?
Coram Healthcare Corporation of
Nevada Las Vegas NV Medicare Part B-DMERC 0614380001
Coram Healthcare Corporation of
Nevada Las Vegas NV Medicare Part B-Local Nevada-V31428
Coram Healthcare Corporation of
Nevada Las Vegas NV National Council for Prescription
Drug Programs 29 02852
Coram Healthcare Corporation of
Nevada Las Vegas NV Nursing Pool License 722NSP-2
Coram Healthcare Corporation of
Nevada Las Vegas NV State Pharmacy License PH0746
Coram Healthcare Corporation of
Nevada Sparks NV ACHC Accreditation Pending
Coram Healthcare Corporation of
Nevada Sparks NV DEA Certificate BC6803135
Coram Healthcare Corporation of
Nevada Sparks NV Medicaid-DME 33-16876 - chg
Coram Healthcare Corporation of
Nevada Sparks NV Medicaid-Home Health 37-16876 - chg
Coram Healthcare Corporation of
Nevada Sparks NV Medicaid-Pharmacy 28-16876 - chg
Coram Healthcare Corporation of
Nevada Sparks NV Medicaid-Pharmacy California XPH000103 - chg
Coram Healthcare Corporation of
Nevada Sparks NV Medicare Part B-DMERC 0614380003
Coram Healthcare Corporation of
Nevada Sparks NV Medicare Part B-Local Nevada- 34499
Coram Healthcare Corporation of
Nevada Sparks NV National Council for Prescription
Drug Programs 2904008
Coram Healthcare Corporation of
Nevada Sparks NV Nursing Pool License 721NSP-4
Coram Healthcare Corporation of
Nevada Sparks NV Out-of-State Pharmacy License California--NRP380
Coram Healthcare Corporation of
Nevada Sparks NV State Pharmacy License PH0715
Coram Healthcare Corporation of
New York Amherst NY ACHC Accreditation Pending
Coram Healthcare Corporation of
New York Amherst NY DEA Certificate BC4481583
Coram Healthcare Corporation of
New York Amherst NY Home Health Agency License 9694L002
Coram Healthcare Corporation of
New York Amherst NY Medicaid-Pharmacy/DME New York-- 01569117
Coram Healthcare Corporation of
New York Amherst NY Medicare Part B-DMERC 1009580002
Coram Healthcare Corporation of
New York Amherst NY National Council for Prescription
Drug Programs 33 05085
Coram Healthcare Corporation of
New York Amherst NY State Pharmacy License 022522
Coram Healthcare Corporation of
New York Guilderland NY ACHC Accreditation Pending
Coram Healthcare Corporation of
New York Guilderland NY Clinical Laboratory Improvement
Certificate of Wavier Pending
Coram Healthcare Corporation of
New York Guilderland NY DEA Certificate BC4470326
Coram Healthcare Corporation of
New York Guilderland NY Home Health Agency License 9694L001
Coram Healthcare Corporation of
New York Guilderland NY Medicaid-Pharmacy/DME New York-- 01573555
Coram Healthcare Corporation of
New York Guilderland NY Medicare Part B-DMERC 1009580001
Coram Healthcare Corporation of
New York Guilderland NY National Council for Prescription
Drug Programs 33 05047
Coram Healthcare Corporation of
New York Guilderland NY State Pharmacy License 022519
S-42
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Greater New York Plainview NY ACHC Accreditation Pending
Coram Healthcare Corporation of
Greater New York Plainview NY DEA Certificate BC4470314
Coram Healthcare Corporation of
Greater New York Plainview NY Home Health Agency License 9073L001
Coram Healthcare Corporation of
Greater New York Plainview NY Medicaid-Pharmacy/DME New York-- 01569144
Coram Healthcare Corporation of
Greater New York Plainview NY Medicare Part B-DMERC 0714620002
Coram Healthcare Corporation of
Greater New York Plainview NY Medicare Part B-Local New York-B5A501
Coram Healthcare Corporation of
Greater New York Plainview NY National Council for Prescription
Drug Programs 3305340
Coram Healthcare Corporation of
Greater New York Plainview NY State Pharmacy License 022510
Coram Healthcare Corporation of
Greater New York Plainview NY State Wholesale Pharmacy License New York-- Pending
Coram Healthcare Corporation of
Greater New York Rego Park NY ACHC Accreditation Pending
Coram Healthcare Corporation of
Greater New York Rego Park NY Home Health Agency License 9073L002
Coram Healthcare Corporation of
Greater New York Syracuse NY ACHC Accreditation Pending
Coram Healthcare Corporation of
Greater New York Syracuse NY Clinical Laboratory Improvement
Certificate of Wavier Pending
Coram Healthcare Corporation of
Greater New York Syracuse NY Home Health Agency License 9694L003
Coram Alternate Site Services, Inc. Cincinnati OH ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Cincinnati OH Clinical Laboratory Improvement
Certificate of Wavier 36D0940707
Coram Alternate Site Services, Inc. Cincinnati OH DEA Certificate BC4432782
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-DME Kentucky 90272196
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy Kentucky 54030648
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy/DME Ohio- 0165904
Coram Alternate Site Services, Inc. Cincinnati OH Medical Waste Generator Permit 09-G-00799
Coram Alternate Site Services, Inc. Cincinnati OH Medicare Part B-DMERC 0976970025
Coram Alternate Site Services, Inc. Cincinnati OH Medicare Part B-Local Ohio-CO9327172
Coram Alternate Site Services, Inc. Cincinnati OH National Council for Prescription
Drug Programs 36 61495
Coram Alternate Site Services, Inc. Cincinnati OH Out-of-State Pharmacy License Indiana 64000130
Coram Alternate Site Services, Inc. Cincinnati OH Out-of-State Pharmacy License Kentucky OH265
Coram Alternate Site Services, Inc. Cincinnati OH State Pharmacy License 02-842050
Coram Healthcare Corporation of
Kentucky Cincinnati OH ACHC Accreditation Pending
Coram Healthcare Corporation of
Kentucky Cincinnati OH Clinical Laboratory Improvement
Certificate of Wavier Pending
Coram Healthcare Corporation of
Kentucky Cincinnati OH Home Health Agency License Kentucky-Mobile Health 720060
Coram Alternate Site Services, Inc. Warrensville Heigh OH ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Warrensville Heigh OH Clinical Laboratory Improvement
Certificate of Wavier 36D0901059
Coram Alternate Site Services, Inc. Warrensville Heigh OH DEA Certificate BC4419518
Coram Alternate Site Services, Inc. Warrensville Heigh OH Medicaid-Pharmacy Kentucky-90272196
Coram Alternate Site Services, Inc. Warrensville Heigh OH Medicaid-Pharmacy/DME Ohio- 0139746
Coram Alternate Site Services, Inc. Warrensville Heigh OH Medical Waste Generator Permit 18-G-00971
S-43
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Warrensville Heigh OH Medicare Part B-DMERC 0976970024
Coram Alternate Site Services, Inc. Warrensville Heigh OH Medicare Part B-Local Ohio-CO9327171
Coram Alternate Site Services, Inc. Warrensville Heigh OH National Council for Prescription
Drug Programs 3661508
Coram Alternate Site Services, Inc. Warrensville Heigh OH Out-of-State Controlled
Coram Alternate Site Services, Inc. Warrensville Heigh Substance License Michigan-5301006914-CS
Coram Alternate Site Services, Inc. Warrensville Heigh OH Out-of-State Pharmacy License Florida- PH0014113
Coram Alternate Site Services, Inc. Warrensville Heigh OH Out-of-State Pharmacy License Indiana-64000131
Coram Alternate Site Services, Inc. Warrensville Heigh OH Out-of-State Pharmacy License Michigan-5301006914
Coram Alternate Site Services, Inc. Warrensville Heigh OH Out-of-State Pharmacy License West Virginia- MO0559365
Coram Alternate Site Services, Inc. Oklahoma City OH State Pharmacy License 02-843750
Coram Alternate Site Services, Inc. Oklahoma City OH State Wholesale Pharmacy License Ohio-01-844350
OK ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Oklahoma City OK Clinical Laboratory Improvement
Coram Alternate Site Services, Inc. Oklahoma City Certificate of Wavier 37D0926220
Coram Alternate Site Services, Inc. Oklahoma City OK DEA Certificate BC4445020
Coram Alternate Site Services, Inc. Oklahoma City OK Home Health Agency License 7308
Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-DME Oklahoma- S1602159220
Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-Pharmacy Oklahoma- 90003927712
OK Medicare Part B-DMERC 0976970020
Coram Alternate Site Services, Inc. Oklahoma City OK National Council for Prescription
Coram Alternate Site Services, Inc. Oklahoma City Drug Programs 3720023
Coram Pharmacy Limited North York OK State Controlled Substance License 15530
Coram Alternate Site Services, Inc. Portland OK State Pharmacy License 1-3937
Coram Alternate Site Services, Inc. Portland ON State Pharmacy License 036116
Coram Alternate Site Services, Inc. Portland OR ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Portland OR DEA Certificate BC4436805
Coram Alternate Site Services, Inc. Portland OR Medicaid-Pharmacy/DME Oregon- 132915
Coram Alternate Site Services, Inc. Portland OR Medicare Part B-DMERC 0976970048
OR Medicare Part B-Local Oregon-R109065
Coram Alternate Site Services, Inc. Portland OR National Council for Prescription
Coram Alternate Site Services, Inc. Portland Drug Programs 3812080
Coram Alternate Site Services, Inc. Portland OR Out-of-State Home Health Agency License Washington--- HHA-178/00234
Coram Alternate Site Services, Inc. Portland OR Out-of-State Pharmacy License California NRP 192
Coram Alternate Site Services, Inc. Portland OR Out-of-State Pharmacy License Washington--- FM00005206
Coram Alternate Site Services, Inc. Portland OR Out-of-State Pharmacy License Idaho-1498MS
Coram Alternate Site Services, Inc. Portland OR Out-of-State Pharmacy License West Virginia--Pending
Coram Alternate Site Services, Inc. Portland OR State Controlled Substance License 001433-CS
Coram Alternate Site Services, Inc. Portland OR State Pharmacy License 001433
Coram Alternate Site Services, Inc. Cranberry Township PA ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Cranberry Township PA DEA Certificate BC4430310
S-44
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Cranberry Township PA Medicaid-Pharmacy/DME Pennsylvania- 1517556
Coram Alternate Site Services, Inc. Cranberry Township PA Medicare Part B-DMERC 0976970038
Coram Alternate Site Services, Inc. Cranberry Township PA Medicare Part B-Local Pennsylvania-061922
Coram Alternate Site Services, Inc. Cranberry Township PA Medicare-Railroad 870023310
Coram Alternate Site Services, Inc. Cranberry Township PA National Council for Prescription
Drug Programs 39 69954
Coram Alternate Site Services, Inc. Cranberry Township PA Out-of-State Pharmacy License Ohio- 02-0963200
Coram Alternate Site Services, Inc. Cranberry Township PA Out-of-State Pharmacy License West Virginia- MO0559159
Coram Alternate Site Services, Inc. Cranberry Township PA State Pharmacy License PP-411589-L
Coram Alternate Site Services, Inc. Malvern PA ACHC Accreditation 449-B
Coram Alternate Site Services, Inc. Malvern PA Clinical Laboratory Improvement
Certificate of Wavier 39D0914138
Coram Alternate Site Services, Inc. Malvern PA DEA Certificate BC4442365
Coram Alternate Site Services, Inc. Malvern PA Federal Drug Administration Distributor Only
Coram Alternate Site Services, Inc. Malvern PA Medicaid-DME Delaware- 000633816
Coram Alternate Site Services, Inc. Malvern PA Medicaid-DME New Jersey-8428212
Coram Alternate Site Services, Inc. Malvern PA Medicaid-DME District of Columbia-Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Delaware- 000637707
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Maryland- 989740200
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IL 760215922011
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Indiana-200264320
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Minnesota- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Wisconsin- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy New York-- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Iowa- 0535542
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Kentucky 90001702
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Maryland- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Ohio- 2209729
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy North Dakota- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy New York-- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Oklahoma-100815290H
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy Nebraska- Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy New Jersey-8428204
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy District of Columbia-Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy/DME Pennsylvania- 1521254
Coram Alternate Site Services, Inc. Malvern PA Medicare Part B-DMERC 0976970037
Coram Alternate Site Services, Inc. Malvern PA Medicare Part B-Local Pennsylvania-060089
Coram Alternate Site Services, Inc. Malvern PA National Council for Prescription
Drug Programs 39 70274
S-45
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Controlled
Substance License Alabama 111626-CS
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Health Care
Services Facility New Jersey HP0218402
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Delaware- A9 0000085
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Maryland- P02110
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Virginia- 0214000377
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Alabama 111626
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License South Carolina- 60005005
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Kansas-22-01938
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License West Virginia- MO0559373
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Missouri- 2000143657
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License North Carolina- 07527
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License North Dakota-Pending
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Mississippi- 04774/07.1
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Connecticut- PCN.295
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Oklahoma- 99-372
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Indiana-64000208
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Florida- PH17070
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Ohio- 02-1183400
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Kentucky-PA635
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License IL 054-014243
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Texas- 20079
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Iowa- 3284
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Nebraska- 215
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License South Dakota 400-0140
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Maine-M040000260
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Alabama 200705 Mail Order
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Rhode Island-PHN09245
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License Louisiana-4399-00S
Coram Alternate Site Services, Inc. Malvern PA Out-of-State Pharmacy License New Hampshire-NR0110
Coram Alternate Site Services, Inc. Malvern PA State Controlled Substance License Pennsylvania-306455
Coram Alternate Site Services, Inc. Malvern PA State Pharmacy License PP-412548-L
Coram Alternate Site Services, Inc. Malvern PA State Wholesale Pharmacy License Pennsylvania-800373
Coram Healthcare Corporation of
Massachusetts Warwick RI ACHC Accreditation Pending
Coram Healthcare Corporation of
Massachusetts Warwick RI Home Health Agency License 2263
Coram Healthcare Corporation of
Rhode Island Warwick RI ACHC Accreditation Pending
Coram Healthcare Corporation of
Rhode Island Warwick RI DEA Certificate BC4595003
S-46
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Rhode Island Warwick RI Home Health Agency License 2263
Coram Healthcare Corporation of
Rhode Island Warwick RI Medicaid-DME Rhode Island-6970052
Coram Healthcare Corporation of
Rhode Island Warwick RI Medicaid-Pharmacy Rhode Island-CA09243
Coram Healthcare Corporation of
Rhode Island Warwick RI Medicare Part B-DMERC 0556580002
Coram Healthcare Corporation of
Rhode Island Warwick RI National Council for
Prescription Drug Programs 4105501
Coram Healthcare Corporation of
Rhode Island Warwick RI State Controlled Substance License 71-CS
Coram Healthcare Corporation of
Rhode Island Warwick RI State Pharmacy License 71
Coram Healthcare Corporation of
South Carolina Charleston SC ACHC Accreditation Pending
Coram Healthcare Corporation of
South Carolina Charleston SC DEA Certificate BC4392560
Coram Healthcare Corporation of
South Carolina Charleston SC Medicaid-DME South Carolina- DME151
Coram Healthcare Corporation of
South Carolina Charleston SC Medicaid-Pharmacy South Carolina- 731608
Coram Healthcare Corporation of
South Carolina Charleston SC Medical Waste Generator Permit South Carolina-10-1242G
Coram Healthcare Corporation of
South Carolina Charleston SC Medicare Part B-DMERC 0313710002
Coram Healthcare Corporation of
South Carolina Charleston SC Medicare Part B-Local South Carolina-Q330600001
Coram Healthcare Corporation of
South Carolina Charleston SC National Council for Prescription
Drug Programs 42 19350
Coram Healthcare Corporation of
South Carolina Charleston SC State Controlled Substance License 10-3160
Coram Healthcare Corporation of
South Carolina Charleston SC State Pharmacy License 5003160
Coram Healthcare/Carolina Home
Therapeutics Columbia SC ACHC Accreditation 506
Coram Healthcare/Carolina Home
Therapeutics Columbia SC DEA Certificate BC1766217
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-DME South Carolina- DME145
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-DME Texas- 008718
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy Florida- 905615700
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy Louisiana- Pending
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy Mississippi- Pending
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy New Jersey 7170505
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy South Carolina- 748893
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy Texas- 15708801202
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicaid-Pharmacy Louisiana- 1267139
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medical Waste Generator Permit South Carolina--40-0001G
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicare Part B-DMERC 0334970001
Coram Healthcare/Carolina Home
Therapeutics Columbia SC Medicare Part B-Local South Carolina-Q326740001
Coram Healthcare/Carolina Home
Therapeutics Columbia SC National Council for Prescription
Drug Programs 42 19362
Coram Healthcare/Carolina Home
Therapeutics Columbia SC State Controlled Substance License 10-04889
Coram Healthcare/Carolina Home
Therapeutics Columbia SC State Pharmacy License 5003429
Coram Healthcare/Carolina Home
Therapeutics Greenville SC ACHC Accreditation Pending
Coram Healthcare/Carolina Home
Therapeutics Greenville SC DEA Certificate BC6695057
S-47
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare/Carolina Home
Therapeutics Greenville SC Medicare Part B-DMERC 0334970002
Coram Healthcare/Carolina Home
Therapeutics Greenville SC State Controlled Substance License 10-05057
Coram Healthcare/Carolina Home
Therapeutics Greenville SC State Pharmacy License 50005057
Coram Alternate Site Services, Inc. Johnson City TN ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Johnson City TN DEA Certificate BC4478904
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME North Carolina- 7701520
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME Virginia- 9111158
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy North Carolina- 0445486
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy Virginia- 8506671
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME Kentucky Pending
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME Tennessee-1452076
Coram Alternate Site Services, Inc. Johnson City TN Medicare Part B-DMERC 0976970013
Coram Alternate Site Services, Inc. Johnson City TN Medicare Part B-Local Tennessee-3574176
Coram Alternate Site Services, Inc. Johnson City TN National Council for Prescription
Drug Programs 44 26892
Coram Alternate Site Services, Inc. Johnson City TN Out-of-State Pharmacy License North Carolina- 6104
Coram Alternate Site Services, Inc. Johnson City TN Out-of-State Pharmacy License Virginia- 0214 000182
Coram Alternate Site Services, Inc. Johnson City TN State Pharmacy License 0000001704
Coram Alternate Site Services, Inc. Memphis TN ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Memphis TN DEA Certificate BC4455247
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy Mississippi- Pending
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy Missouri- Pending
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy/DME Tennessee-1452078
Coram Alternate Site Services, Inc. Memphis TN Medicare Part B-DMERC 0976970045
Coram Alternate Site Services, Inc. Memphis TN Medicare Part B-Local Tennessee-3574176
Coram Alternate Site Services, Inc. Memphis TN National Council for Prescription
Drug Programs 44 29420
Coram Alternate Site Services, Inc. Memphis TN Out-of-State Pharmacy License Arkansas X-01171
Coram Alternate Site Services, Inc. Memphis TN Out-of-State Pharmacy License Mississippi- 02904/07.1
Coram Alternate Site Services, Inc. Memphis TN State Pharmacy License 0000002058
Coram Alternate Site Services, Inc. Nashville TN ACHC Accreditation 449-D
Coram Alternate Site Services, Inc. Nashville TN DEA Certificate BC4437352
Coram Alternate Site Services, Inc. Nashville TN Medicaid-DME Kentucky 90262890
Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy Kentucky 54030002
Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy/DME Tennessee-1452066
Coram Alternate Site Services, Inc. Nashville TN Medicare Part B-DMERC 0976970021
Coram Alternate Site Services, Inc. Nashville TN Medicare Part B-Local Tennessee-3574175
Coram Alternate Site Services, Inc. Nashville TN National Council for Prescription
Drug Programs 4429608
S-48
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Nashville TN Out-of-State Pharmacy License Kentucky TN266
Coram Alternate Site Services, Inc. Nashville TN State Pharmacy License 0000002879
Coram Alternate Site Services, Inc. Austin TX ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Austin TX Clinical Laboratory Improvement
Certificate of Wavier 45D0923746
Coram Alternate Site Services, Inc. Austin TX DEA Certificate BC4466745
Coram Alternate Site Services, Inc. Austin TX Home Health Agency License 003655
Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DME00E276
Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DMEH03862
Coram Alternate Site Services, Inc. Austin TX Medicaid-Hyperalimentation HYP306652
Coram Alternate Site Services, Inc. Austin TX Medicaid-Pharmacy 145106
Coram Alternate Site Services, Inc. Austin TX Medicaid-PharmacyCCA PCAL0034
Coram Alternate Site Services, Inc. Austin TX Medicare Part B-DMERC 0976970032
Coram Alternate Site Services, Inc. Austin TX Medicare Part B-Local 580039
Coram Alternate Site Services, Inc. Austin TX National Council for Prescription
Drug Programs 45 95279
Coram Alternate Site Services, Inc. Austin TX RMDCSHCN 1391765-17
Coram Alternate Site Services, Inc. Austin TX State Controlled Substance License X0092627
Coram Alternate Site Services, Inc. Austin TX State Pharmacy License Texas-16602
Coram Healthcare Corporation of
North Texas Dallas TX ACHC Accreditation Pending
Coram Healthcare Corporation of
North Texas Dallas TX Clinical Laboratory Improvement
Certificate of Wavier 45D0929737
Coram Healthcare Corporation of
North Texas Dallas TX DEA Certificate BC3704144
Coram Healthcare Corporation of
North Texas Dallas TX Home Health Agency License 004402
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-DME DMEH32761
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-DME DMEH42244
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-Hyperalimentation HYP304498
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-Pharmacy 320079
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-PharmacyIV VP3200795
Coram Healthcare Corporation of
North Texas Dallas TX Medicaid-Supplies Texas- Z05002697
Coram Healthcare Corporation of
North Texas Dallas TX Medicare Part B-DMERC 0651320001
Coram Healthcare Corporation of
North Texas Dallas TX National Council for Prescription
Drug Programs 45 92110
Coram Healthcare Corporation of
North Texas Dallas TX Out-of-State Pharmacy License Louisiana- 3603-OOSPE
Coram Healthcare Corporation of
North Texas Dallas TX Out-of-State Pharmacy License Louisiana- 3604-OOS
Coram Healthcare Corporation of
North Texas Dallas TX Out-of-State Pharmacy License Oklahoma- 99-138
Coram Healthcare Corporation of
North Texas Dallas TX Out-of-State Pharmacy License Wyoming- 45-92110
Coram Healthcare Corporation of
North Texas Dallas TX State Controlled Substance License 90085977
Coram Healthcare Corporation of
North Texas Dallas TX State Pharmacy License 15532
Coram Alternate Site Services, Inc. El Paso TX ACHC Accreditation 507
S-49
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. El Paso TX Clinical Laboratory Improvement
Certificate of Wavier 45D0891795
Coram Alternate Site Services, Inc. El Paso TX DEA Certificate BC4488119
Coram Alternate Site Services, Inc. El Paso TX Home Health Agency License 003656
Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DME00E292
Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DMEH30007
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Hyperalimentation HYP306594
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy 144324
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy/DME New Mexico-000H9136
Coram Alternate Site Services, Inc. El Paso TX Medicaid-PharmacyIV VP1443243
Coram Alternate Site Services, Inc. El Paso TX Medicare Part B-DMERC 0976970008
Coram Alternate Site Services, Inc. El Paso TX Medicare Part B-Local 580038
Coram Alternate Site Services, Inc. El Paso TX National Council for Prescription
Drug Programs 45 95267
Coram Alternate Site Services, Inc. El Paso TX Out-of-State Controlled
Substance License New Mexico- CS-00017883
Coram Alternate Site Services, Inc. El Paso TX Out-of-State Pharmacy License New Mexico- PH-00001748
Coram Alternate Site Services, Inc. El Paso TX State Controlled Substance License M0092694
Coram Alternate Site Services, Inc. El Paso TX State Pharmacy License Texas-16628
Coram Alternate Site Services, Inc. Houston TX ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Houston TX Clinical Laboratory Improvement
Certificate of Wavier 45D0919745
Coram Alternate Site Services, Inc. Houston TX DEA Certificate BC4464145
Coram Alternate Site Services, Inc. Houston TX Home Health Agency License 003647
Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DME00H600
Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DMEH06840
Coram Alternate Site Services, Inc. Houston TX Medicaid-Hyperalimentation HYP306760
Coram Alternate Site Services, Inc. Houston TX Medicaid-Pharmacy 320155
Coram Alternate Site Services, Inc. Houston TX Medicaid-PharmacyIV VP320155
Coram Alternate Site Services, Inc. Houston TX Medicare Part B-DMERC 0976970009
Coram Alternate Site Services, Inc. Houston TX Medicare Part B-Local Texas-580038
Coram Alternate Site Services, Inc. Houston TX National Council for Prescription
Drug Programs 45 95356
Coram Alternate Site Services, Inc. Houston TX Out-of-State Pharmacy License Louisiana- 3322-OOSPE
Coram Alternate Site Services, Inc. Houston TX State Controlled Substance License 00093915
Coram Alternate Site Services, Inc. Houston TX State Pharmacy License 16729
Coram Healthcare Corporation of
Utah Salt Lake City UT ACHC Accreditation Pending
Coram Healthcare Corporation of
Utah Salt Lake City UT Clinical Laboratory Improvement
Certificate of Wavier 46D0928504
Coram Healthcare Corporation of
Utah Salt Lake City UT DEA Certificate BH2360357
Coram Healthcare Corporation of
Utah Salt Lake City UT Home Health Agency License 2002-HHA-593
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicaid-DME Idaho-V605900
S-50
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicaid-Pharmacy Idaho-8050641
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicaid-Pharmacy Utah- 954446209001
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicaid-Pharmacy Wyoming- Pending
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicaid-Pharmacy Idaho-D423301
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicare Part B-DMERC 0577870001
Coram Healthcare Corporation of
Utah Salt Lake City UT Medicare Part B-Local 000090576
Coram Healthcare Corporation of
Utah Salt Lake City UT National Council for Prescription
Drug Programs 4608254
Coram Healthcare Corporation of
Utah Salt Lake City UT Out-of-State Controlled
Substance License Wyoming- 46-84119-CS
Coram Healthcare Corporation of
Utah Salt Lake City UT Out-of-State Pharmacy License Idaho-997MS
Coram Healthcare Corporation of
Utah Salt Lake City UT Out-of-State Pharmacy License Nevada- PH1136
Coram Healthcare Corporation of
Utah Salt Lake City UT Out-of-State Pharmacy License Wyoming- 46-84119
Coram Healthcare Corporation of
Utah Salt Lake City UT State Controlled Substance License 95-315625-9939
Coram Healthcare Corporation of
Utah Salt Lake City UT State Pharmacy License 95-315625-1704
Coram Healthcare Corporation of
Greater D.C. Chantilly VA ACHC Accreditation Pending
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Clinical Laboratory Improvement
Certificate of Wavier 49D0914308
Coram Healthcare Corporation of
Greater D.C. Chantilly VA DEA Certificate BP0761432
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Home Health Agency License 03-176
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Medicaid-DME 9110747
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Medicaid-DME District of Columbia-Pending
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Medicaid-Pharmacy 8506507
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Medicaid-Pharmacy District of Columbia-Pending
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Medicare Part B-DMERC 0624590002
Coram Healthcare Corporation of
Greater D.C. Chantilly VA National Council for Prescription
Drug Programs 48 29846
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Out-of-State Pharmacy License Maryland- PO2111
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Out-of-State Pharmacy License West Virginia-MO0559275
Coram Healthcare Corporation of
Greater D.C. Chantilly VA Out-of-State Pharmacy License North Carolina- 07508
Coram Healthcare Corporation of
Greater D.C. Chantilly VA State Pharmacy License 0201 002670
Coram Alternate Site Services, Inc. Bellevue WA ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Bellevue WA Clinical Laboratory Improvement
Certificate of Wavier 50D0882473
Coram Alternate Site Services, Inc. Bellevue WA DEA Certificate BC4456592
Coram Alternate Site Services, Inc. Bellevue WA Home Health Agency License 000293
Coram Alternate Site Services, Inc. Bellevue WA Home Health Agency License HHA-125
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-DME Alaska-MS922WA
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-DME Washington-9035767
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy Alaska-PH323WA
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy/DME Washington-6015473
S-51
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-PharmacyIV Washington-7330822
Coram Alternate Site Services, Inc. Bellevue WA Medicare Part B-DMERC 0976970047
Coram Alternate Site Services, Inc. Bellevue WA Medicare Part B-Local Washington--- AB19947
Coram Alternate Site Services, Inc. Bellevue WA National Council for Prescription
Drug Programs 49 24418
Coram Alternate Site Services, Inc. Bellevue WA Out-of-State Pharmacy License Alaska 89
Coram Alternate Site Services, Inc. Bellevue WA State Laboratory License MTS-2099
Coram Alternate Site Services, Inc. Bellevue WA State Pharmacy License Washington-026202 CF00005203
Coram Alternate Site Services, Inc. New Berlin WI ACHC Accreditation Pending
Coram Alternate Site Services, Inc. New Berlin WI Clinical Laboratory Improvement
Certificate of Wavier 52D0875208
Coram Alternate Site Services, Inc. New Berlin WI DEA Certificate BC4437225
Coram Alternate Site Services, Inc. New Berlin WI Home Health Agency License 247
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-DME Illinois-Pending
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Home Health Wisconsin- 41528000
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy Illinois-760215922012
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy/DME Wisconsin- 33204600
Coram Alternate Site Services, Inc. New Berlin WI Medicare Part B-DMERC 0976970019
Coram Alternate Site Services, Inc. New Berlin WI National Council for Prescription
Drug Programs 5122433
Coram Alternate Site Services, Inc. New Berlin WI Out-of-State Controlled
Substance License Illinois- 032-006307
Coram Alternate Site Services, Inc. New Berlin WI Out-of-State Controlled
Substance License Michigan-5301006617-CS
Coram Alternate Site Services, Inc. New Berlin WI Out-of-State Pharmacy License Illinois-054-013707
Coram Alternate Site Services, Inc. New Berlin WI Out-of-State Pharmacy License Michigan-5301006617
Coram Alternate Site Services, Inc. New Berlin WI State Pharmacy License Wisconsin-0007451-042
Coram Alternate Site Services, Inc. Dunbar WV ACHC Accreditation Pending
Coram Alternate Site Services, Inc. Dunbar WV Clinical Laboratory Improvement
Certificate of Wavier 51D0929803
Coram Alternate Site Services, Inc. Dunbar WV DEA Certificate BC4416269
Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME Kentucky Pending
Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME West Virginia- 8508001
Coram Alternate Site Services, Inc. Dunbar WV Medical Waste Generator Permit IMW-9-99-M0012
Coram Alternate Site Services, Inc. Dunbar WV Medicare Part B-DMERC 0976970023
Coram Alternate Site Services, Inc. Dunbar WV Medicare Part B-Local West Virginia-CO09327173
Coram Alternate Site Services, Inc. Dunbar WV National Council for Prescription
Drug Programs 50 10486
Coram Alternate Site Services, Inc. Dunbar WV Out-of-State Pharmacy License Kentucky WV379
Coram Alternate Site Services, Inc. Dunbar WV Out-of-State Pharmacy License Ohio- 02-0984000
Coram Alternate Site Services, Inc. Dunbar WV Out-of-State Pharmacy License Virginia- 0214000236
Coram Alternate Site Services, Inc. Dunbar WV State Controlled Substance License SP551215
Coram Alternate Site Services, Inc. Dunbar WV State Pharmacy License P/E SP551215
S-52
Attachment to Schedule 4.17
NAME / DBA City ST Type of License License Number
===================================================================================================================================
Coram Healthcare of Wyoming, LLC Casper WY ACHC Accreditation Pending
Coram Healthcare of Wyoming, LLC Casper WY Clinical Laboratory Improvement
Certificate of Wavier 53D0960498
Coram Healthcare of Wyoming, LLC Casper WY DEA Certificate BC5892802
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME 113550301
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME Idaho-805194000
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME Montana-5601517
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy 113550300
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy Idaho-805212500
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy Montana-Pending
Coram Healthcare of Wyoming, LLC Casper WY Medicare Part B-DMERC 1221430001
Coram Healthcare of Wyoming, LLC Casper WY National Council for Prescription
Drug Programs 52 03310
Coram Healthcare of Wyoming, LLC Casper WY Out-of-State Pharmacy License Idaho-1357MS
Coram Healthcare of Wyoming, LLC Casper WY Out-of-State Pharmacy License Nebraska- 177
Coram Healthcare of Wyoming, LLC Casper WY Out-of-State Pharmacy License Montana-1246
Coram Healthcare of Wyoming, LLC Casper WY State Controlled Substance License 52-03310-CS
Coram Healthcare of Wyoming, LLC Casper WY State Pharmacy License 52-03310
S-53
SCHEDULE 4.22
INSURANCE
EFFECTIVE
POLICY COMPANY COVERAGES LIMITS DATE
------ ------- --------- ------ ---------
PROPERTY Travelers Catastrophic Blanket Limit $85,264,268 4/15/02 -
Sub-limits 4/15/03
Real Property $250,000
Business Income/Extra $2,000,000
Expense $100,000
Off Premises Services $100,000
Property in Transit $35,005,500
EDP Equipment and Media $50,000
Radioactive Contamination $100,000
Expediting Cost $100,000
Consequential Loss $1,000,000
Accounts Receivable $1,000,000
Cost of Research and
Restoration of Valuable $25,000
Papers $100,000
Inventory or Appraisal
Personal Property of $500,000
Officers and Employees $250,000
Errors or Omissions
Loss or Damage Caused by $25,000
Water Backup from Sewers
or Drain $100,000
Signs attached or not $1,000,000
attached to buildings
Fine Art $250,000
Newly Constructed or $100,000
Acquired Property at one
Location $100,000
Debris Removal $250,000
Pollution Clean-up and $100,000
Removal (any one policy
year)
Boiler and Machinery $100,000
S-54
EFFECTIVE
POLICY COMPANY COVERAGES LIMITS DATE
------ ------- --------- ------ ---------
BUSINESS AUTO AIG Combined Single Limit $1,000,000 4/15/02 -
Liability - Bodily Injury & 4/15/03
Property Damage $1,000,000
Uninsured Motorists $1,000,000
Hired Borrowed & Non-
Owned Combined Single Not
Limit Covered
Physical Damage $5,000
Auto Medical Payments
UMBRELLA Federal Each Occurrence $9,000,000 4/15/02 -
Insurance Aggregate $9,000,000 4/15/03
Company (limits apply to Auto and
Employers Liability)
WORKERS AIG Each Accident $1,000,000 4/15/02 -
COMPENSATION Disease: 4/15/03
Each Employee $1,000,000
Policy $1,000,000
CRIME Federal Employee Dishonesty & $1,000,000 4/15/02 -
ERISA Plans $1,000,000 4/15/03
Money & Securities- Inside $1,000,000
Premises $100,000
Money & Securities -
outside premises $1,000,000
Money Orders & $25,000
Counterfeit Paper Currency $1,000,000
Depositions Forgery
Credit Card Forgery
Computer Theft & Funds
Transfer Fraud
FIDUCIARY Federal Fiduciary Liability $1,000,000 4/15/02 -
Aggregate Limit $1,000,000 4/15/03
EMPLOYMENT National Each Loss $5,000,000 4/15/02 -
PRACTICES Union 4/15/03
LIABILITY
GENERAL & Farmers Each Loss $30,000,000 4/15/02 -
PROFESSIONAL 4/15/03
LIABILITY
DIRECTORS & National Primary D&O Liability $25,000,000 1/27/02 -
OFFICERS Union Insurance 1/27/03
RUN-OFF
DIRECTORS & RLI 1st Excess D&O Liability $25,000,000 1/27/02 -
OFFICERS Insurance 1/27/03
RUN-OFF
DIRECTORS & Hartford/Twin 2nd Excess D&O Liability $25,000,000 1/27/02 -
S-55
EFFECTIVE
POLICY COMPANY COVERAGES LIMITS DATE
------ ------- --------- ------ ---------
OFFICERS City Insurance 1/27/03
RUN-OFF
DIRECTORS & XL/Greenwich 3rd Excess D&O Liability $25,000,000 1/27/02 -
OFFICERS Insurance 1/27/03
RUN-OFF
S-56
SCHEDULE 4.23
JOINT VENTURES
Name of Partnership Coram Entity Holding Interest % Interest Held
------------------- ----------------------------- ---------------
ABC INFUSION THERAPY Curaflex Health Services, Inc. 49
Coram Alternate Site Services, Inc. 1
KERN HOME HEALTH RESOURCES Curaflex Health Services, Inc. 50
DBA CORAM HEALTHCARE
SSM INFUSION SERVICES, LLC Curaflex Health Services, Inc 50
WISCONSIN IV AFFILIATES, LLC Curaflex Health Services, Inc. 50
WIVA-FOX VALLEY, LLC Curaflex Health Services, Inc. 25*
*Wisconsin IV Affiliates, LLC has a 50% ownership interest in this entity;
accordingly, Curaflex Health Services, Inc. has 25% indirect ownership interest
in this entity.
S-57
SCHEDULE 4.24
PERMITS
Holdings, through its affiliates, Coram Healthcare Corporation of New York and
Coram Healthcare Corporation of Greater New York, operates home care service
agencies under five separate licenses issued by the State of New York Department
of Health (the "Department"). The contemplated transaction may be viewed by the
Department as a change of controlling person in the operators of these agencies.
If so, applications for approval of the transaction would be required to be
filed with the Department within thirty (30) days of consummation of the
contemplated transaction pursuant to state licensure laws. Under such
circumstances, if the transaction has already been consummated and approval is
not ultimately obtained, the licensed entity may be subject to fines, an order
to cease the licensed operations, and/or an order to divest itself of the
ownership of the subject home care service agencies.
S-58
SCHEDULE 5.2(a)
EXISTING INVESTMENTS AND PERMITTED ACQUISITIONS
SHORT TERM INVESTMENTS:
Harris Investment Management as of 12/27/02 $31,889,646
NOTE RECEIVABLE:
Coram International Holdings Ltd. as of 12/31/02 A $1,151,512
($833,000 Principal Note Receivable)
INVESTMENTS IN JOINT VENTURES: as of 11/30/02 B
Wisconsin I.V. Affiliates, LLC $895,337
Kern Home Health Resources $207,909
ABC Infusion Therapy $76,075
Hinsdale Infusion Care $10,457 C
SSM Infusion Services, LLC $367,105
$1,556,883
PROPOSED PERMITTED ACQUISITIONS IN 2003:
Stationary Pump Purchase/Capital Lease $2,900,000 estimate D
Software/Source Code Purchase $2,100,000 estimate E
A. The note receivable is an obligation between Coram, Inc. and Coram
International Holdings, Ltd.
B. Investments representing partnership percentage in Carolina Home
Therapeutics is not included in this schedule because this entity is
consolidated with Coram, Inc.'s financial position and results of
operations.
C. Hinsdale Infusion Care was legally liquidated in August 2000. Final
liquidating distributions have not yet been effectuated.
D. Estimate for Stationary Pump Purchase includes the total price of pumps
and related sets minus applicable rebates and/or trade-in credits from
the manufacturer.
E. Estimate includes the total license and support fees to be paid over a
33-month period following the execution of an agreement.
S-59
SCHEDULE 5.2(e)
PERMITTED LIENS
See Attached.
S-60
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- AZ Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Lima
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Maricopa
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/5/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CA San Diego
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-61
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Araphoe
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CT Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM
ALTERNATE SITE NO JUDGMENTS FOUND. 12/18/00 CT Central
SERVICES, INC. Index
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CT New Haven
SERVICES, INC. JUDGMENTS. Town
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- FL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
S-62
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 FL Duval
SERVICES, INC. JUDGMENTS FOUND. County
CORAM Central
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- GA Index
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/13/00 System
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/13/00 GA Cobb
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 IA Scott
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- ID Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/14/00 of State
S-63
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 ID Ada County
SERVICES, INC. JUDGMENTS FOUND.
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 6/15/00- IN Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 9/30/00 of State
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/7/00 IN Allen
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/7/00 IN Allen 8/21/98
Street, Monica Blvd Suite County #980002295
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
S-64
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 IN Marion
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/21/00 IN Marion 8/21/98 #006707
Street, Monica Blvd. Suite County
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- KS Secretary
12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/12/00 KS Johnson
County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 11/29/00 KS Sedgwick
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS Central
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- LA Index
12/15/00 System
S-65
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR
ALTERNATE SITE JUDGMENTS FOUND WITHIN 7/5/00- St. Charles
SERVICES, INC. THE UPDATE. 12/15/00 LA Parish
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MI Secretary
12/5/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MI Kent
County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 8/15/00 MI Wayne
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MN Secretary
12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MN Clay
County
S-66
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MN Dakota
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MO Secretary
12/19/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/20/00 MO Howard
County
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MO St. Louis
County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/18/00 MO St. Louis 8/24/98 #10316
Street, Monica Blvd. Suite County
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 MO St. Louis
SERVICES, INC. JUDGMENTS FOUND. City
S-67
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NC Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/16/00 of State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Buncombe
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/13/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Craven
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Forsyth
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Mecklenberg
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/15/00- Wake
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County
SERVICES, INC. THE UPDATE.
S-68
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NE Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 NE Douglas
SERVICES, INC. JUDGMENTS FOUND. County
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NJ of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR Passaic
ALTERNATE SITE JUDGMENTS FOUND WITHIN 11/30/00 NJ County
SERVICES, INC. THE UPDATE.
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NM of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 NM Bernalillo
SERVICES, INC. JUDGMENTS FOUND. County
S-69
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OH of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/22/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Cuyahoga
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County
SERVICES, INC. THE UPDATE.
County
CORAM Clerk
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OK of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 Oklahoma
County
CORAM
ALTERNATE SITE NO FINANCING 7/5/00- OR Secretary
SERVICES, INC. STATEMENTS FOUND. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/5/00 OR Multnomah
SERVICES, INC. JUDGMENTS FOUND. County
S-70
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- PA of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/27/00 PA County
SERVICES, INC. THE UPDATE. Prothonotary
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Chester
ALTERNATE SITE JUDGMENTS FOUND WITHIN 10/10/00 PA County
SERVICES, INC. THE UPDATE. Prothonotary
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TN Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 TN Davidson
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 TN Shelby
SERVICES, INC. JUDGMENTS FOUND. County
S-71
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TN Washington
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TX Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/17/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/11/00 TX El Paso
SERVICES, INC. JUDGMENTS. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Harris
SERVICES, INC. JUDGMENTS. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Travis
SERVICES, INC. JUDGMENTS. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- VA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/7/00 of State
S-72
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 WA King
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WI Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 WI Waukesha
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WV Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 WV Kanawha
SERVICES, INC. JUDGMENTS FOUND. County
S-73
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ -------------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
ILLINOIS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
ILLINOIS JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/01/00 IL of State
ILLINOIS
NO FINANCING STATEMENTS,
FEDERAL/STATE TAX LIENS
FOUND. WE FIND 1 FINANCING
STATEMENT AND 3 JUDGMENTS
ON SIMILAR NAMES:
1) Faye Skolnick vs. St.
Francis Hospital of Evanston
CORAM and Coram Healthcare
HEALTCHARE Corporation of Illinois, 12/19/00 IL Cook
CORPORATION OF Inc.; County
ILLINOIS 2) Most Affordable Carpets
vs. Barbara Bramlett & Coram
Healthcare and
3) American General Financial
Center vs. MARY V. SCOTT, CITY
OF EVANSTON AND CORAM ALTERNATIVE.
CORAM
HEALTCHARE CO.** Oce-USA-Inc.
1471 Business 5450 N. Specific Cook 5/23/96 #96 U
Center Dr. Cumberland equipment 12/19/00 IL County 06378
Mt.Prospect, IL 60056 Chicago, IL 60656
S-74
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ -------------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTHCARE 1 FINANCING STATEMENT FOUND 7/5/00- CO Secretary
CORPORATION WITHIN THE UPDATE. 12/6/00 of State
All vehicles
Emkay, Inc. leased by
Trust, a Coram
CORAM Delaware Healthcare
HEALTHCARE Business Corp. from
CORPORATION 1125 Trust 805 W. Emkay 7/5/00- CO Secretary 7/7/00
17th Street, Thorndale pursuant to 12/6/00 of State #20002062123
Suite 2100 Avenue vehicle lease
Denver, CO 80202 Itasca, IL agreement
60143 dated July
25, 1995.
CORAM NO FINANCING STATEMENTS,
HEALTHCARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
CORPORATION JUDGMENTS FOUND. County
CORAM
HEALTHCARE NO FINANCING STATEMENTS Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/21/00 AL of State
ALABAMA
CORAM
HEALTHCARE NO FINANCING STATEMENTS, Shelby
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/22/00 AL County
ALABAMA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
ALABAMA
S-75
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
ALABAMA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State
FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Hillsborough
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 FL County
FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
GREATER D.C.
S-76
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Search Results Re: CORAM et al.
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
GREATER D.C. JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Dept of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/19/00 MD Assessments
GREATER D.C. and Taxation
NO FINANCING STATEMENTS,
FEDERAL/STATE TAX LIENS OR
CORAM JUDGMENTS FOUND. (UCC'S ARE
HEALTCHARE ONLY THROUGH 12/31/99.) 12/31/99 MD Howard
CORPORATION OF THIS COUNTY STOPPED County
GREATER D.C. RECORDING UCC'S SINCE
12/31/99.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 VA of State
GREATER D.C.
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Fairfax
CORPORATION OF JUDGMENTS FOUND WITHIN 12/15/00 VA County
GREATER D.C. THE UPDATE.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
GREATER NEW YORK
S-77
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- --------- ------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
GREATER NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00-
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY Secretary of
GREATER NEW YORK State
CORAM 3 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX
CORPORATION OF LIENS OR JUDGMENTS FOUND. 12/15/00 NY Nassau
GREATER NEW YORK County
The Chase
CORAM Manhattan
HEALTCHARE Bank, as
CORPORATION OF Collateral Nassau 7/14/97
GREATER NEW YORK Agent 270 Blanket lien 12/15/00 NY County #UC97011600
45 South Service Park Avenue
Road Plainview, New York, NY
NY 11803 10017
CORAM
HEALTCHARE Foothill Capital
CORPORATION OF Corporation, as
GREATER NEW YORK Agent 11111 Santa
1125 17th Monica Blvd. Suite Blanket lien 12/15/00 NY Nassau 7/23/98
Street, Suite 1500 Los Angeles, County #UC98-13130
2100 Denver, CO 80202 CA 90025
Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
GREATER NEW YORK 11111 Santa Blanket lien 12/15/00 NY Nassau 8/26/98
1125 17th Monica Blvd. County #UC98-015256
Street, Suite Suite 1500
2100 Denver, CO 80202 Los Angeles, CA 90025
S-78
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM 2 FINANCING STATEMENTS AND NO
HEALTCHARE FEDERAL/STATE TAX LIENS OR
CORPORATION OF JUDGMENTS FOUND. 11/22/00 NY New York
GREATER NEW YORK County
CORAM Foothill Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
GREATER NEW YORK 11111 Santa Blanket lien 11/22/00 NY New York 8/26/98
1125 17th Street, Monica Blvd. County #98PN45442
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
Fleet Leasing
Corporation P.O.
CORAM Box 7023 Troy, MI
HEALTHCARE** 48007 - 7023 and
420 Lexington Avenue Panasonic Specific equipment 11/22/00 NY New York 7/28/99
New York, NY 10017 Communications County #99PN40412
10 Melville Road
Melville, NY 11747- 3177
CORAM
HEALTCHARE 1 FINANCING STATEMENT AND NO Onondaga
CORPORATION OF FEDERAL/STATE TAX LIENS OR 11/30/00 NY County
GREATER NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE Foothill Capital
CORPORATION OF Corporation, as
GREATER NEW YORK Agent 11111 Santa Onondaga
1125 17th Street, Monica Blvd. Specific equipment 11/30/00 NY County 9/1/98 #8104
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
INDIANA
S-79
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
INDIANA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 6/15/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 9/30/00 IN of State
INDIANA
CORAM 2 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX Lake
CORPORATION OF LIENS OR 12/14/00 IN County
INDIANA JUDGMENTS FOUND.
CORAM HEALTCHARE The Chase Manhattan
CORPORATION OF INDIANA Bank, As Collateral Lake
107 W. 79th Avenue Agent Blanket lien 12/14/00 IN County 7/14/97
Merrillville, IN 46410 270 Park Avenue #97002570
New York, NY 10017
CORAM Foothill Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
INDIANA 11111 Santa Blanket lien 12/14/00 IN Lake 8/24/98
1125 17th Monica Blvd. County #98002919
Street, Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
KENTUCKY
S-80
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
KENTUCKY JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/15/00 KY of State
KENTUCKY
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Kenton
CORPORATION OF JUDGMENTS FOUND WITHIN 12/21/00 KY County 1st
KENTUCKY THE UPDATE. District
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MASSACHUSETTS JUDGMENTS FOUND.
CORAM
HEALTCHARE 7/5/00- Secretary
CORPORATION OF NO STATE TAX LIENS FOUND. 12/20/00 MA of State
MASSACHUSETTS
S-81
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA of State
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Hopkinton
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA Town
MASSACHUSETTS
CORAM
HEALTCHARE NO JUDGMENTS FOUND WITHIN 7/5/00- Middlesex
CORPORATION OF THE UPDATE. 12/20/00 MA County
MASSACHUSETTS
CORAM
HEALTCHARE NO FEDERAL TAX LIENS FOUND WITHIN THE 7/5/00-
CORPORATION OF UPDATE. 12/20/00 MA USDC Boston
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING Secretary
CORPORATION OF STATEMENTS FOUND. 12/20/00 RI of State
MASSACHUSETTS
CORAM
HEALTCHARE
CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI Kent County
MASSACHUSETTS
S-82
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS Warwick
CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MICHIGAN
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MICHIGAN JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/5/00 MI of State
MICHIGAN
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Ingham
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/11/00 MI County
MICHIGAN JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MISSISSIPPI
S-83
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MISSISSIPPI JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/8/00 MS of State
MISSISSIPPI
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Hinds County( 1ST
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 MS & 2ND
MISSISSIPPI JUDGMENTS FOUND. District)
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
NEVADA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County
NEVADA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00-
CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 NV Secretary of State
NEVADA
S-84
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR
CORPORATION OF JUDGMENTS FOUND. WE FIND 1 FINANCING 8/23/00 NV Clark County
NEVADA STATEMENT ON A SIMILAR NAME.
CORAM
HEALTHCARE** Sanwa Leasing Corporation Specific
101 North Pecos Road P.O. Box 7023 equipment 7/22/98
Las Vegas, NV 89101 Troy, MI 48007 8/23/00 NV Clark County #BK 980722
Ins. 00806
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL TAX LIENS OR Washoe
CORPORATION OF JUDGMENTS FOUND. WE FIND 1 TAX 12/21/00 NV County
NEVADA LIEN FOR $3,367.02.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO State
NEW YORK
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County
NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY State
NEW YORK
S-85
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
HEALTCHARE 3 FINANCING STATEMENTS Albany
CORPORATION OF AND 1 JUDGMENT FOUND. WE 12/15/00 NY County
NEW YORK FIND NO FEDERAL TAX LIENS.
CORAM The Chase
HEALTCHARE Manhattan
CORPORATION OF Bank, as
NEW YORK Collateral Albany 7/10/97
1 Charles Agent 270 Blanket lien 12/15/00 NY County #97-04540
Boulevard Park Avenue
Guilderland, NY New York,
12084 NY 10017
Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
NEW YORK 1125 11111 Santa Blanket lien 12/15/00 NY Albany 8/21/98
17th Street, Monica Blvd. County #98-04894
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles,
CA 90025
CORAM
HEALTHCARE** Fleet Leasing
1 Charles Corporation Specific Albany 11/3/99
Boulevard P.O. Box equipment 12/15/00 NY County #99-05886
Guilderland, NY 7023
12084 Troy, MI 48007-7023
CORAM
HEALTHCARE New York
CORPORATION OF State
GREATER NEW Department of This is a
YORK** Taxation and State tax Albany 10/24/00 County
1125 17th Finance P.O. lien for 12/15/00 NY County #22822 Judgment in
Street, Box 5149 $2,765.36 the amount
Suite 2100 Albany, NY of $2,765.36
Denver, 12205
CO 80202
CORAM 3 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX Erie
CORPORATION OF LIENS OR 12/19/00 NY County
NEW YORK JUDGMENTS FOUND.
S-86
SEARCH RESULTS AS OF DECEMBER, 2000
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
NEW YORK 1125 11111 Santa Blanket lien 12/19/00 NY Erie 8/25/98
17th Street, Monica Blvd. County #Q52-5995
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles,
CA 90025
CORAM Fleet Leasing
HEALTHCARE** Corporation
375 North French P.O. Box 7023 Specific equipment 12/19/00 NY Erie 5/19/99
Road Amherst, NY Troy, MI County #Q63-8696
14228 48007
Sanwa
CORAM Leasing
HEALTHCARE** Corporation Specific Erie 1/31/00
375 North French P.O. Box 7023 equipment 12/19/00 NY County #Q73-9056
Road Amherst, NY Troy, MI
14228 48007
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
NORTH TEXAS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
NORTH TEXAS JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/17/00 TX of State
NORTH TEXAS
S-87
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Dallas
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 TX County
NORTH TEXAS JUDGMENTS.
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary
NORTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CA Alameda
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Sacramento
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
NORTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
S-88
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
RHODE ISLAND
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
RHODE ISLAND JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 RI of State
RHODE ISLAND
CORAM
HEALTCHARE Kent
CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI County
RHODE ISLAND
CORAM
HEALTCHARE NO FINANCING STATEMENTS Warwick
CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town
RHODE ISLAND
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary
SOUTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State
CALIFORNIA
S-89
SEARCH RESULTS AS OF DECEMBER, 2000
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Los
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 CA Angeles
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/1/00 CA Orange
SOUTHERN JUDGMENTS. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, San
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 CA Bernadino
SOUTHERN JUDGMENTS. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Santa
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Barbara
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
SOUTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
S-90
SEARCH RESULTS AS OF DECEMBER, 2000
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
SOUTHERN FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
SOUTHERN FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State
SOUTHERN FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Broward
CORPORATION OF FEDERAL/STATE TAX LIENS 12/11/00 FL County
SOUTHERN FLORIDA FOUND. WE FIND 1 JUDGMENT.
County
CORAM Industrial court 5/8/98 Tax lien
HEALTCHARE A/C & defaultfinal 12/11/00 FL Broward #BK 28178 in the
CORPORATION OF Refrigeration, judgment County PG 200 amount of
SOUTHERN FLORIDA Inc.(Plaintiff) for $809.62
$809.62
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
UTAH
S-91
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
UTAH JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 11/17/00 UT of State
UTAH
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Salt Lake
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/21/00 UT County
UTAH JUDGMENTS FOUND.
CORAM
HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/6/00 of State
CORAM NO FINANCING STATEMENTS,
HEALTHCARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
WYOMING, L.L.C. JUDGMENTS FOUND. County
CORAM
HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- WY Secretary
WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/21/00 of State
S-92
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Natrona
HEALTHCARE OF JUDGMENTS FOUND WITHIN 12/19/00 WY County
WYOMING, L.L.C. THE UPDATE.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
SOUTH CAROLINA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
SOUTH CAROLINA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 SC of State
SOUTH CAROLINA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Charleston
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 SC County
SOUTH CAROLINA JUDGMENTS FOUND.
CORAM
HOMECARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-93
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM NO FINANCING STATEMENTS,
HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
MINNESOTA, INC. JUDGMENTS FOUND. County
CORAM
HOMECARE OF NO FINANCING STATEMENTS 7/5/00- MN Secretary
MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 MN Dakota
MINNESOTA, INC. JUDGMENTS FOUND. County
CORAM INC NO FINANCING STATEMENTS 7/5/00- CO Secretary
FOUND WITHIN THE UPDATE. 12/6/00 of State
NO FINANCING STATEMENTS,
CORAM INC FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
JUDGMENTS FOUND. County
CORAM
SERVICE NO FINANCING STATEMENTS 7/5/00- CO Secretary
CORPORATION FOUND WITHIN THE UPDATE. 12/6/00 of State
S-94
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM NO FINANCING STATEMENTS,
SERVICE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
CORPORATION JUDGMENTS FOUND. County
CURAFLEX HEALTH 1 PARTIAL RELEASE FOUND WITHIN THE UPDATE. 7/5/00- CA Secretary
SERVICES, INC. 12/5/00 of State
Blanket lien
with a partial
release of all
of the transferred
assets as
defined in the
Foothill Asset Purchase
Capital Agreement,
CURAFLEX HEALTH Corporation, dated as of Partial
SERVICES, INC. as Agent June 9, 2000, 7/5/00- Secretary 8/21/98 Release #
1125 17th Street, 11111 Santa by and between 12/5/00 CA of State #199823660584 2000217C0128
Suite 2100 Monica Blvd. Curaflex, filed 8/2/00.
Denver, CO 80202 Suite 1500 Coram
Los Angeles, Healthcare
CA 90025 Corporation,
Curascript
Pharmacy,Inc.,
Curascript PBM
Services, Inc.
and GTCR Fund
VI, L.P.
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CA Kern
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- CO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-95
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- IL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS MO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. of State
NO FINANCING STATEMENTS, St.
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 MO Louis
SERVICES, INC. JUDGMENTS FOUND. County
1 FINANCING STATEMENT AND NO FEDERAL/STATE St.
CURAFLEX HEALTH TAX LIENS OR 8/4/95 MO Louis
SERVICES, INC. JUDGMENTS FOUND. City
S-96
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
Chemical
Bank, as 8/4/95
CURAFLEX HEALTH Collateral #4957 This
SERVICES, INC. Agent 200 St. Louis filing
4362 Forrest Jericho Blanket lien 8/4/95 MO City probably
Park Avenue St. Quadrangle lapsed on
Louis, Mo 63108 Jericho, NY 8/25/00.
11753
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- WI Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 WI Oneida
SERVICES, INC. JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/21/00 WI Outagarnie
SERVICES, INC. JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/26/00 WI Portage
SERVICES, INC. JUDGMENTS FOUND. County
HOME CARE NO FINANCING 11/30/00 CO Secretary
HAWAII, LLP STATEMENTS FOUND. of State
S-97
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------- -------
NO FINANCING STATEMENTS,
HOME CARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
HAWAII, LLP JUDGMENTS FOUND. County
HOME CARE NO FINANCING 12/15/00 HI Secretary
HAWAII, LLP STATEMENTS FOUND. of State
NO FINANCING STATEMENTS,
HOME CARE FEDERAL/STATE TAX LIENS OR 12/15/00 HI Honolulu
HAWAII, LLP JUDGMENTS FOUND. County
T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- CO Secretary
FOUND WITHIN THE UPDATE. 12/6/00 of State
NO FINANCING STATEMENTS,
T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
JUDGMENTS FOUND. County
T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- SC Secretary
FOUND WITHIN THE UPDATE. 12/12/00 of State
S-98
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/12/00 SC Greenville
JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,FEDERAL/STATE TAX
T2 MEDICAL, INC. LIENS OR 12/11/00 SC Richland
JUDGMENTS FOUND. County
** SIMILAR NAMES FOUND WHILE SEARCHING JURISDICTIONS.
S-99
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to AZ Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12/6/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Maricopa
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/10/01 County
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Prima County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/7/01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA Secretary of
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA San Diego
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 County
S-100
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ -------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to CO Central Index
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Arapahoe
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01 County
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Denver County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-04-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State Tax Liens 12-01-00 to CT Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-05-01 State
CORAM
ALTERNATE SITE NO RECORD OF JUDGMENTS FOUND WITHIN THE 12-01-00 to CT Central Index
SERVICES, INC. UPDATE PERIOD. 12-06-01
S-101
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ -------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE ATTACHED 12-01-00 to DE Secretary of
CERTIFICATE. (COPIES HEREBY PROVIDED WERE FILED 11/7/01 State
PRIOR TO UPDATE RECORD.)
CORAM
ALTERNATE SITE FOOTHILL CAPITAL CORPORATION
SERVICES, INC. 11111 SANTA MONICA BLVD., STE. BLANKET LIEN Prior to
1125 17TH Street, 1500 LOS ANGELES, CA 90025 search Secretary of 8/21/98
Suite 2100 date State 9837459-
Denver, CO 80202 0000000
12-01-00 to FL Secretary of
15/5/01 State
CORAM (ucc/jud)
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL TAX LIENS & 12-01-00 to
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 11/30/01
(jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to FL Duval County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/8/01
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to GA Central Index
SERVICES, INC. UPDATE PERIOD. 10/31/01
S-102
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------ -------
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS & 12-01-01 to GA Cobb County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-06-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IA Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-16-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IA Scott County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-14-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to ID Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-07-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to ID Ada County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01
S-103
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IL Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12/7/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IL Cook County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/6/01
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to IN Secretary of
SERVICES, INC. UPDATE PERIOD. SEE ATTACHED CERTIFICATE. 12/6/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IN Allen county
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/26/01
12-01-00 to
12/10/01
(ucc)
12-01-00 to IN Marion County
CORAM 12/3/01
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS (ftl)
SERVICES, INC. FOUND WITHING THE UPDATE PERIOD. 12-01-00 to
12/6/01
(stl/jud)
S-104
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to KS Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE DATE 12-05-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Johnson
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Sedgwick
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-25-01 to County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to LA Central Index
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-04-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to LA St. Charles
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01 Parish
THE UPDATE PERIOD.
S-105
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 1-30-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to MI Kent County
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Wayne County
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 09-10-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Clay County
SERVICES, INC & JUDGMENTS FOUND WITHIN THE UPDATE 12-04-01
PERIOD.
S-106
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Dakota County
SERVICES, INC. & JUDGMENTS FOUND WITHIN THE 12-05-01
UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MO Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-08-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MO St. Louis
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 06-30-01 County
PERIOD. (ucc)
12-01-01 to
10-10-01
(ftl/stl)
12-01-00 to
11-29-01
(jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS 12-01-00 to NC Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE DATE 11-30-01 State
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Buncombe
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
S-107
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- -------------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Craven County
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Mecklenburg
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Wake County
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NE Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NE Douglas
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 11-28-01 County
UPDATE PERIOD.
S-108
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NJ Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 11-29-01 State
ATTACHED CERTIFICATE.
CORAM
ALTERNATE SITE NO RECORD OF STATE TAX LIENS & 12-01-00 to NJ Central Index
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE 12-05-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NJ Passaic County
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 10-30-01
UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NM Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NM Bernalillo
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-03-01 County
UPDATE PERIOD.
S-109
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-30-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OK Oklahoma
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County Clerk
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to OR Secretary of
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-05-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OR Washington
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 09-29-01 County
THE UPDATE PERIOD. (ucc/ftl/stl)
12-01-00 tp
12-03-01
(jud)
S-110
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CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to PA Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-14-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Butler County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Chester County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-05-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to TN Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Davidson
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County
THE UPDATE PERIOD.
S-111
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ---------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Shelby County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-10-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Washington
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 09-30-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX El Paso County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 06-30-01
THE UPDATE PERIOD. (ucc)
12-01-00 to
12-02-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Harris County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-112
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Travis County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WA Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE PERIOD. 10-24-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WA King County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WI Central Index
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 10-31-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-01 to WI Waukesha
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN THE 12-07-01 County
UPDATE PERIOD.
S-113
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to WV Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 12-07-01 State
ATTACHED CERTIFICATE. (FILINGS
HEREBY ATTACHED WERE RECORDED PRIOR
TO UPDATE PERIOD)
CORAM ALT ERNATE SITE Foothill Capital Blanket lien Prior to WV Secretary of 8/24/98
SERVICES, INC. Corporation, as search date. State 0501179
1125 17th Street, Agent
Suite 2100 11111 Santa
Denver, CO 80202 Monica Blvd.,
Suite 1500
Los Angeles, CA 90025
CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WV Kanawha
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-11-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-114
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 11-07-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to IL Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 12-07-01 State
PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IL Lake County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 10-23-01
THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to AL Secretary of
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 State
ALABAMA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to AL Shelby County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-12-01
ALABAMA THE UPDATE PERIOD.
S-115
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
ALABAMA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
ALABAMA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
ALABAMA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
FLORIDA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
FLORIDA THE UPDATE PERIOD.
S-116
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
FLORIDA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of
CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 State
FLORIDA UPDATE PERIOD. (ucc/jud)
12-01-00 to
11-30-01
(jud)
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Hillsborough
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 County
FLORIDA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
GREATER D.C. THE UPDATE PERIOD.
S-117
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
GREATER D.C. PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MD Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-05-01 State
GREATER D.C.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MD Howard
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 County
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to VA Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-26-01 State
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to VA Fairfax County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-27-01
GREATER D.C. THE UPDATE PERIOD.
S-118
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
GREATER NEW YORK PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-07-01 State
GREATER NEW YORK PERIOD. SEE ATTACHED CERTIFICATE.
(FILINGS HEREBY PROVIDED WERE FILED
PRIOR TO UPDATE)
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 7/20/98
CORPORATION OF Corporation, as search date State 154672
GREATER NEW YORK Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98
CORPORATION OF Corporation, as search date State 179889
GREATER NEW YORK Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
S-119
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Nassau County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY New York
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-28-01 County
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Onondaga
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
CORPORATION OF IDAHO LIENS FOUND.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
CORPORATION OF IDAHO TAX LIENS & JUDGMENTS FOUND.
S-120
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
CORPORATION OF IDAHO LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
INDIANA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
INDIANA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
INDIANA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to IN Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. SEE 12-06-01 State
INDIANA ATTACHED CERTIFICATE.
S-121
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IN Lake County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
INDIANA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
KENTUCKY PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
KENTUCKY THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to KY Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-06-01 State
KENTUCKY
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 11-30-01 State
KENTUCKY
S-122
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
KENTUCKY THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MASSACHUSETTS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MASSACHUSETTS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MASSACHUSETTS PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
S-123
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF STATE TAX LIENS FOUND 12-01-00 to MA Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Hopkinton
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-10-01 Town
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to MA Middlesex
CORPORATION OF THE UPDATE PERIOD. 12-07-01 County
MASSACHUSETTS (Registry and
Superior
Court)
CORAM HEALTHCARE NO RECORD OF FEDERAL TAX LIENS 12-01-00 to MA USDC-Boston
CORPORATION OF FOUND WITHIN THE UPDATE PERIOD. 12-07-01
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
S-124
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County
CORPORATION OF THE UPDATE PERIOD. 12-10-01
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01
MASSACHUSETTS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MICHIGAN THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MICHIGAN PERIOD. SEE ATTACHED CERTIFICATE.
S-125
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 State
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Ingham County
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-06-01
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MISSISSIPPI PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MISSISSIPPI PERIOD. SEE ATTACHED CERTIFICATE.
S-126
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to MS Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-10-01 State
MISSISSIPPI PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (1st District)
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (2nd District)
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
NEVADA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
NEVADA THE UPDATE PERIOD.
S-127
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
NEVA DA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NV Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-06-01 State
NEVADA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Clark County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 07-10-01
NEVADA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Washoe
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-10-01 County
NEVADA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-03-01
YORK PERIOD.
S-128
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of
CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-07-01 State
YORK PERIOD. SEE ATTACHED CERTIFICATE.
(FILINGS HEREBY PROVIDED WERE FILED
PRIOR TO UPDATE)
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98
CORPORATION OF NEW Corporation, search date State 179890
YORK as Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Albany County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Erie County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01
YORK THE UPDATE PERIOD.
S-129
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 12-03-01
TEXAS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
TEXAS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 11-12-01 State
TEXAS PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 09-30-01 State
TEXAS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Dallas County
CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
TEXAS THE UPDATE PERIOD.
S-130
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Alameda
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Sacramento
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
NORTHERN CALIFORNIA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
NORTHERN CALIFORNIA THE UPDATE PERIOD.
S-131
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
NORTHERN CALIFORNIA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 12-03-01
ISLAND PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF RHODE TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
ISLAND THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 11-12-01 State
ISLAND PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of
CORPORATION OF RHODE WITHIN THE UPDATE PERIOD. 12-07-01 State
ISLAND
S-132
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County
CORPORATION OF THE UPDATE PERIOD 12-10-01
RHODE ISLAND
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-07-01
RHODE ISLAND THE UPDATE PERIOD.
CORAM HEALTHCARE ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index
CORPORATION OF OF FEDERAL TAX LIENS FOUND.
SOUTH CAROLINA
CORAM HEALTHCARE Foothill Capital Blanket lien 12/03/2001 CO Central Index 08/21/1998
CORPORATION OF Corporation, #19982053943
SOUTH CAROLNA as Agent
1125 17TH Street, 11111 Santa
Suite 2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND.
SOUTH CAROLINA
S-133
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CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
CORPORATION OF LIENS FOUND. SEE ATTACHED State
SOUTH CAROLINA CERTIFICATE.
CORAM HEALTHCARE THREE (3) UCC FILINGS FOUND. 11/21/2001 SC Secretary of
CORPORATION OF State
SOUTH CAROLINA
CORAM HEALTHCARE Foothill Capital Blanket lien 11/21/2001 SC Secretary of 08/21/1998
CORPORATION ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇▇▇▇-
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. as Agent 140321A
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
CORAM HEALTHCARE Foothill Capital Blanket lien with 11/21/2001 SC Secretary of 08/21/1998 Partial Rel
CORPORATION OF Corporation, a partial release State #980821- 12-10-98
SOUTH CAROLINA as Agent of all inventory 140348A
1125 17TH Street, 11111 Santa of medical, office
Suite 2100 ▇▇▇▇▇▇ Blvd., and other supplies,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Suite 1500 equipment, tools,
Los Angeles, CA contracts, licenses,
90025 files, documents,
computer programs,
personnel records,
patient charts
and records.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Charleston
CORPORATION OF TAX LIENS & JUDGMENTS FOUND. County
SOUTH CAROLINA
S-134
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CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Los Angeles
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Orange County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA San Bernardino
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Santa ▇▇▇▇▇▇▇
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
S-135
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CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE ▇▇-▇▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE 12-03-01
SOUTHERN FLORIDA UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ THE UPDATE PERIOD.
S-136
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE ▇▇-▇▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of
CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE ▇▇-▇▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ UPDATE PERIOD. (ucc/jud)
12-01-00 to
11-30-01
(jud)
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Broward
CORPORATION OF TAX LIENS & JUDGMENTS FOUND ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF UTAH LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-137
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF UTAH LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to UT Secretary of
CORPORATION OF UTAH WITHIN THE UPDATE PERIOD. 12-03-01 State
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to UT Salt lake
CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
WYOMING, LL.C. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-138
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
WYOMING, LL.C. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE OF NO RECORD OF UCC FILINGS FOUND 12-01-00 to WY Secretary of
WYOMING, LL.C. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WY Natrona
WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE/ NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
CAROLINA HOME LIENS FOUND.
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND.
THERAPEUTICS
S-139
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CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE/ NO RECORD OF UCC FILINGS FOUND. 11/21/2001 SC Secretary of
CAROLINA HOME State
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Greenville
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/30/2001 SC Richland
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County
THERAPEUTICS
CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-11-01 MN Secretary of
ILLINOIS, INC. LIENS FOUND. State
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to CO Central Index
MINNESOTA, INC. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
S-140
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
MINNESOTA, INC. TAX LIENS & JUDGMENTS FOUND. 12-04-01
CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
MINNESOTA, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index
MINNESOTA, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM HOMECARE OF NO RECORD OF FEDERAL/STATE TAX 12-01-00 to MN Dakota County
MINNESOTA, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01
UPDATE PERIOD.
CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
S-141
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM INDEPENDENT NO RECORD OF UCC'S & FEDERAL TAX 12-13-01 NY Secretary of
PRACTICE ASSOCIATION, LIENS FOUND. State
INC.
CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 12-03-2001 CO Central Index
SERVICES, INC. LIENS FOUND.
CORAM PHYSICIAN NO RECORD OF UCC'S, FEDERAL/STATE 11-23-2001 CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND.
S-142
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CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
SERVICES, INC. LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
SERVICES, INC. LIENS FOUND.
CORAM PRESCRIPTION NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND.
CORAM RESOURCE NO RECORD OF UCC'S & FEDERAL TAX 11-12-01 DE Secretary of
NETWORK, INC. LIENS FOUND. State
CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
SERVICES, INC. LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
S-143
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CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM SERVICE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CTI NETWORK, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-144
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
SERVICES, INC. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CURAFLEX HEALTH NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
ONCOLOGY ASSOCIATES, LIENS FOUND.
INC.
S-145
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
ONCOLOGY ASSOCIATES, TAX LIENS & JUDGMENTS FOUND.
INC.
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 11/26/2001 VA Secretary of
ONCOLOGY ASSOCIATES, LIENS FOUND. State
INC.
HEALTHINFUSION, INC. ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index
OF FEDERAL TAX LIENS FOUND.
HEALTHINFUSION, INC Foothill Capital Blanket lien 12/03/01 CO Central Index 08/21/1998
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, #▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ as Agent
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
HEALTHINFUSION, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
TAX LIENS & JUDGMENTS FOUND.
S-146
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
HEALTHINFUSION, INC. THREE (3) UCC FILINGS FOUND UNDER A 12-05-01 FL Secretary of
SIMILAR NAME; NO RECORD OF FEDERAL (ucc/jud) State
TAX LIENS & JUDGMENTS FOUND. 11-30-01
(jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Solutions (ucc/jud) State #970000073233
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Solutions (ucc/jud) State #970000073235
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Solutions (ucc/jud) State #970000073237
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (jud)
H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
LIENS FOUND.
S-147
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
H.M.S.S., INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
TAX LIENS & JUDGMENTS FOUND.
H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12/01/00 to HI Secretary of
TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State
THE UPDATE PERIOD.
S-148
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ----------------------------------- ----------- ------- -------------- ------------- -----------
T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
T2 MEDICAL, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND. SEE ATTACHED 11-12-01 State
CERTIFICATE.
S-149
SCHEDULE 5.2(f)
PERMITTED INDEBTEDNESS
Notes Payable:
Accreditation Commission for
Health Care, Inc $ 134,934
Cognitive Design Associates 130,000
$ 264,934
============
Earnouts Payable (Curaflex Health Guarantee):
TBOB Enterprises, Inc. $ 1,268,417
============
Capital Lease Obligations:
NTFC - Phone Equipment - Lansing, MI $ 9,004 A
NTFC - Phone Equipment - Plainview, NY 8,498 A
------------
$ 17,502
============
Proposed Additional Indebtedness in 2003
Stationary Pump Purchase B
Insurance Premium Financing Agreement $3,000,000 estimate C
===================
Potential IRS Note D
A. Payments during November and December 2002 may reduce this balance.
B. The Company may finance all or part of its proposed stationary pump
purchase listed on Schedule 5.2(a).
C. Estimate of a short-term Insurance Premium Finance Agreement. The
Company will likely enter into such an agreement in the second quarter
of 2003 with monthly payments thereunder into the fourth quarter of
2003.
D. As noted in section (1) of Schedule 4.14, Litigation, T(2) Medical,
Inc. ("T(2)") and Holdings are currently attempting to negotiate an
installment payment plan for their settlement with the Internal Revenue
Service ("IRS"). Such installment payment plan may require a note
payable in favor of the IRS. The amount of such note payable would vary
based on the terms of any such installment payment plan.
S-150
Exhibit A
Amended and Restated Bylaws
CORAM, INC.
BYLAWS
(AMENDED AND RESTATED ON DECEMBER 31, 2002)
ARTICLE 1
OFFICES
Section 1.1 Registered Office. The Corporation shall maintain
in the State of Delaware a registered office that may, but need not be, the same
as its place of business, and a registered agent whose business office is
identical with such registered office.
Section 1.2 Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the business of the Corporation may require.
ARTICLE 2
STOCK
Section 2.1 Form of Stock Certificates. Stock shall be
represented by certificates. Certificates for the shares of stock of the
Corporation shall be in such form as is consistent with the Certificate of
Incorporation and applicable law. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class of
stock, the rights, powers, designations, preferences and other relative rights
of each class of stock or each series of each class of stock shall be set forth
in full or summarized on the face or back of the certificates; provided, that,
except as otherwise provided in Section 202 of the General Corporation Law of
the State of Delaware, in lieu of the foregoing requirement, there may be set
forth on the face or back of the certificates a statement that the Corporation
will furnish without charge to each stockholder, who so requests, the rights,
powers, designations, preferences and other relative rights of each class of
stock or each series of each class of stock.
Section 2.1.1 Signing of Certificates. Certificates
representing stock of the Corporation shall be signed by the appropriate
officers and may be sealed with the seal or a facsimile of the seal of the
Corporation.
Section 2.1.2 Identification of Stockholders. The name and
address of each stockholder, the number and class of stock held and the date on
which the stock was issued shall be entered on the books of the Corporation. The
person in whose name stock stands on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
Section 2.2 Lost, Stolen or Destroyed Certificates. If a
certificate representing stock has been lost, stolen or destroyed, the Board of
Directors may in its discretion, except as may be required by law, direct that a
new certificate be issued upon satisfaction of any conditions or requirements it
may impose.
Section 2.3 Transfers of Stock. Transfers of stock of the
Corporation shall be recorded on the books of the Corporation.
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ARTICLE 3
STOCKHOLDERS
Section 3.1 Annual Meeting. Subject to Section 3.11, the
annual meeting of the stockholders for the election of directors and the
transaction of any other proper business shall be held at such date and time as
the Board of Directors shall determine.
Section 3.2 Special Meetings. Subject to Section 3.11, a
special meeting of the stockholders may be called by the Chairman of the Board
of Directors or the President, or by the Board of Directors or by the
stockholders of the Corporation holding at least fifty percent (50%) of the
combined voting power of the then outstanding shares of the Corporation's stock
entitled to vote at such meeting (voting as a single class).
Section 3.3 Place of Meeting. The Board of Directors may
designate any place as the place of meeting for any annual or special meeting of
the stockholders. In the absence of such designation, the place of meeting shall
be the principal place of business of the Corporation.
Section 3.4 Notice of Meetings. For all meetings of
stockholders, a written notice of the meeting shall be delivered to each
stockholder of record entitled to vote at such meeting, which notice shall state
the place, date and hour of the meeting. For all special meetings and when and
as otherwise required by law, the notice shall state the purpose or purposes of
the meeting. The notice of the meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting. Such notice shall be
deemed to have been delivered when sent by registered mail or by confirmed telex
or telecopy, directed to the stockholder at his or her address as it appears in
the records of the Corporation. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken and the
adjournment is for not more than thirty (30) days, unless otherwise required by
law.
Section 3.5 Quorum. The holders of a majority of the
outstanding stock of the Corporation entitled to vote on a matter, present in
person or represented by proxy, shall be necessary to constitute a quorum for
consideration of such matter at any meeting of the stockholders unless a greater
or lesser number is required by the Certificate of Incorporation. At any
adjourned meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the original meeting, unless
otherwise required by law. Withdrawal of stockholders from any meeting shall not
cause failure of a duly constituted quorum at a meeting, unless otherwise
required by law. If a quorum shall fail to attend any meeting, the Chairman of
the meeting or the holders of a majority of the shares of the stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to another
place and time.
Section 3.6 Manner of Acting. The affirmative vote of a
majority of the stock represented at a meeting and entitled to vote on a matter
at which a quorum is present shall be the act of the stockholders, unless the
vote of a greater number or voting by class is required by law or the
Certificate of Incorporation. Each stockholder shall have the number of votes
for every share of stock entitled to vote which is registered in his name on the
record date for the
A-2
meeting as provided by the rights of such shares, except as otherwise provided
herein or required by law.
Section 3.7 Fixing of Record Date. If no record date is fixed
for the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the close of
business on the day before the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders. If a record date is
specifically set for the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or stockholders entitled to
receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than sixty (60) days and not less than ten
(10) days immediately preceding such meeting or such action. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof.
Section 3.8 Proxies. A stockholder may appoint a proxy to vote
or otherwise act for him or her by signing an appointment form and delivering it
to the person so appointed. No proxy shall be valid after the expiration of
three years from the date thereof unless otherwise provided in the proxy. An
appointment of a proxy is revocable by the stockholder unless the appointment
form states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power.
Section 3.9 Consent of Stockholders in Lieu of Meeting.
Subject to Section 3.11, any action required to be taken, or which may be taken,
at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of shares of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.
Section 3.10 Notice to Stockholders Not Consenting. Prompt
notice of the taking of corporate action without a meeting by less than
unanimous consent shall be given in writing to those stockholders who have not
consented in writing. In the event that the action which is consented to is such
as would have required the filing of a certificate under any Section of the
General Corporation Law of the State of Delaware if such action had been voted
on by the stockholders at a meeting thereof, the certificate filed under such
other Section shall state, in lieu of any statement required by such Section
concerning any vote of stockholders, that written consent has been given in
accordance with the provisions of said Section and that written notice to
non-consenting stockholders has been given as provided in this Bylaw.
Section 3.11 Special CHC Board Approval. Prior to the giving
of a notice for a stockholders meeting, or the distribution of a stockholders
written consent, of the Corporation, in which it would be proposed to approve or
be approved (a) any change in the identity of the members of the Board of
Directors of the Corporation or the rights of any stockholder, director
A-3
or other person to appoint or remove any of the members of the Board of
Directors of the Corporation, (b) the appointment, removal or termination of
office of any of the members of the Board of Directors of the Corporation, or
(c) any change, which relates to the subject matter of the preceding clauses (a)
and (b), in the Certificate of Incorporation and bylaws of the Corporation or
the Second Amended and Restated Certificate of Designation or the Series B
Certificate of Designation, such stockholders meeting or stockholders written
consent, must be approved in writing by a majority of the independent members of
the Board of Directors of Coram Healthcare Corporation ("CHC") prior to the
giving of a notice for such stockholders meeting or the distribution of such
stockholders written consent.
ARTICLE 4
DIRECTORS
Section 4.1 General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.
Section 4.2 Number, Tenure and Resignation. The authorized
number of directors of the Corporation shall be not less than two (2) nor more
than seven (7) (of which the holders of the Series A Preferred Stock of the
Corporation shall be entitled to elect up to a number of directors that
constitutes less than half of the total directors, but such number shall not be
more than two (2) during such time that any shares of the Series A Preferred
Stock are outstanding prior to a Triggering Event), and such number may be
changed from time to time within such specified limit by a duly adopted
resolution of the Board of Directors; provided, however, that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director (unless such decrease results in the holders of the Series A
Preferred Stock having elected half or more of the directors of the Corporation
in which case the term of one or more of the directors elected by the holders of
the Series A Preferred Stock shall be immediately terminated in order to bring
the number of directors of the Corporation elected by the holders of the Series
A Preferred Stock to less than half of the total directors of the Corporation).
The directors of the Corporation shall be elected by a plurality vote of the
shares of the Corporation's stock represented in person or by proxy at the
annual meeting of the stockholders and entitled to vote on the election of
directors of the Corporation. Each director shall hold office until the last to
occur of the next annual meeting of stockholders or until his successor shall
have been elected and qualified, or until his earlier written resignation or
removal in the manner herein provided. A director may resign at any time by
written notice to the Board of Directors, its Chairman, the President or the
Secretary. The resignation is effective on the date it bears, or its designated
effective date. For purposes of these Bylaws, "Triggering Event" means, at any
time (from and after April 13, 2002), the earliest to occur of the following:
(i) a plan of reorganization for the Corporation and/or CHC is
substantially consummated (as defined in 11 U.S.C. Section 1101(2));
(ii) the giving of a notice for a stockholders meeting (other
than a stockholders meeting of CHC called by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in his
capacity as the Chairman of the Board of Directors and/or as the Chief
Executive Officer of CHC), or the distribution of a stockholders
written consent, of either the Corporation or CHC (provided that, with
respect to a stockholders meeting or a stockholders written consent
A-4
of the Corporation, such stockholders meeting or stockholders written
consent has been approved in writing by a majority of the independent
members of the Board of Directors of CHC prior to the giving of a
notice for such stockholders meeting or the distribution of such
stockholders written consent), in which it would be proposed to approve
or be approved (a) any change in the identity of the members of the
Board of Directors of either the Corporation or CHC or the rights of
any stockholder, director or other person to appoint or remove any of
the directors of either the Corporation or CHC, (b) the appointment,
removal or termination of office of any of the directors of either the
Corporation or CHC, or (c) any change, which relates to the subject
matter of the preceding clauses (a) and (b), in the Certificate of
Incorporation or bylaws of the Corporation or CHC, or the Second
Amended and Restated Certificate of Designation or the Series B
Certificate of Designation;
(iii) the giving of a notice for a meeting of the Board of
Directors (other than a Board of Directors meeting of CHC called by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in his capacity as the Chairman of the Board of
Directors and/or as the Chief Executive Officer of CHC), or the
distribution of a written consent of the Board of Directors, of either
the Corporation or CHC (provided, that, with respect to a Board of
Directors meeting or a Board of Directors written consent of the
Corporation, such Board of Directors meeting or Board of Directors
written consent has been approved in writing by a majority of the
independent members of the Board of Directors of CHC prior to the
giving of a notice for such Board of Directors meeting or the
distribution of such Board of Directors written consent), in which it
would be proposed to approve or be approved (a) any change in the
identity of the members of the Board of Directors of either the
Corporation or CHC or the rights of any stockholder, director or other
person to appoint or remove any of the directors of either the
Corporation or CHC, (b) the appointment, removal or termination of
office of any of the directors of either the Corporation or CHC or (c)
any change, which relates to the subject matter of the preceding
clauses (a) and (b), in the Certificate of Incorporation or bylaws of
the Corporation or CHC, or the Second Amended and Restated Certificate
of Designation or the Series B Certificate of Designation; and
(iv) entry of an order of a court of competent jurisdiction
(other than an order resulting from a motion of Cerberus Partners,
L.P., Foothill Capital Corporation, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. or any of
their Affiliates) compelling a stockholders meeting or a Board of
Directors meeting of the Corporation or CHC, in which it would be
proposed to approve or be approved (a) any change in the identity of
the members of the Board of Directors of either the Corporation or CHC
or the rights of any stockholder, director or other person to appoint
or remove any of the directors of either the Corporation or CHC, (b)
the appointment, removal or termination of office of any of the
directors of either the Corporation or CHC or (c) any change, which
relates to the subject matter of the preceding clauses (a) and (b), in
the Certificate of Incorporation or the bylaws of the Corporation or
CHC or the Second Amended and Restated Certificate of Designation or
the Series B Certificate of Designation.
Section 4.3 Quorum and Manner of Acting. A majority of the
Board of Directors shall be necessary to constitute a quorum for the transaction
of business at any meeting of the Board of Directors. If a quorum shall fail to
attend any meeting, the Chairman of the
A-5
meeting or a majority of the directors who are present at the meeting may
adjourn the meeting to another place and time.
Section 4.4 Manner of Acting. The act of a majority of the
directors shall be the act of the Board of Directors, unless the act of a
greater number is required by law or these Bylaws.
Section 4.5 Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors may be filled by election at an annual meeting or at a
special meeting of stockholders called for that purpose. The Board of Directors
may appoint a director to fill a vacancy at any regular or special meeting of
the Board of Directors to hold office until a meeting of stockholders is held. A
director elected by the stockholders to fill a vacancy shall hold office for the
balance of the term for which he or she was elected.
Section 4.6 Removal of Directors. One or more of the directors
may be removed, with or without cause, at a meeting of stockholders, by the
affirmative vote of the holders of a majority of the outstanding stock then
entitled to vote at an election of directors. No director shall be removed at a
meeting of stockholders unless the notice of such meeting shall state that a
purpose of the meeting is to vote upon the removal of one or more directors
named in the notice. Only the named director or directors may be removed at such
meeting.
Section 4.7 Regular Meetings. Subject to Section 4.14, a
regular meeting of the Board of Directors shall be held without other notice
than this Bylaw, immediately after, and, at the same place as, the annual
meeting of stockholders. The Board of Directors may provide, by resolution, the
place, date and hour for the holding of additional regular meetings of the Board
of Directors, without other notice than such resolution.
Section 4.8 Special Meetings. Subject to Section 4.14, special
meetings of the Board of Directors may be called by or at the request of the
President or a majority of the directors.
Section 4.9 Notice. Notice of any special meeting shall be
given to each director at least ten (10) days prior to the meeting by written
notice directed to each director at his or her place of business. Such notice
shall be deemed to have been delivered when sent by registered mail, or by
confirmed telex or telecopy, to each director at his or her business address.
Neither the business to be transacted at, nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 4.10 Committees. A majority of the directors by
resolution may designate one or more committees, with any lawfully delegable
power and authority, and appoint members of the Board of Directors to serve on
the committee or committees. Each committee shall have one or more members, who
serve at the pleasure of the Board of Directors. Each
A-6
Committee may determine the procedural rules for meeting and conducting business
and shall act in accord therewith, except as otherwise provided herein or by
law.
Section 4.11 Consent in Lieu of Meeting. Subject to Section
4.14, any action required by the General Corporation law of the State of
Delaware to be taken at a meeting of the Board of Directors or any other action
which may be taken at a meeting of the Board of Directors or a committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors entitled to vote with
respect to the subject matter thereof, or by all members of such committee, as
the case may be, entitled to vote with respect thereto.
Section 4.12 Meeting by Conference Telephone. Members of the
Board of Directors or any committee designated by such Board of Directors may
participate in and act at any meeting of the Board of Directors or committee by
means of conference telephone or other similar communication equipment by means
of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant hereto shall constitute presence in person
at such meeting.
Section 4.13 Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.
Section 4.14 Special CHC Board Approval. Prior to the giving
of a notice for a Board of Directors meeting, or the distribution of a Board of
Directors written consent, of the Corporation, in which it would be proposed to
approve or be approved (a) any change in the identity of the members of the
Board of Directors of the Corporation or the rights of any stockholder, director
or other person to appoint or remove any of the members of the Board of
Directors of the Corporation, (b) the appointment, removal or termination of
office of any of the members of the Board of Directors of the Corporation, or
(c) any change, which relates to the subject matter of the preceding clauses (a)
and (b), in the Certificate of Incorporation, the bylaws of the Corporation, the
Amended and Restated Certificate of Designation or the Series B Certificate of
Designation, such Board of Directors meeting or Board of Directors written
consent, must be approved in writing by a majority of the independent members of
the Board of Directors of CHC prior to the giving of a notice for such Board of
Directors meeting or the distribution of such Board of Directors written
consent.
Section 4.15 Amended and Restated Certificate of Designation.
The Corporation filed a Certificate of Designation for Series A Preferred Stock
with the Delaware Secretary of State on December 29, 2000, which has been
amended by the Certificate of Amendment of Certificate of Designation filed with
the Delaware Secretary of State on December 31, 2001 and by the Second
Certificate of Amendment of Certificate of Designation filed with the Delaware
Secretary of State on December 31, 2002 (the "Amended and Restated Certificate
of Designation"). To the extent that these Bylaws conflict in any manner with
Section 5 of the Amended and Restated Certificate of Designation, Section 5 of
the Amended and Restated Certificate of Designation shall govern and prevail.
A-7
Section 4.16 Series B Certificate of Designation. The
Corporation filed a Certificate of Designation for Series B Cumulative Preferred
Stock with the Delaware Secretary of State on December 31, 2002 (the "Series B
Certificate of Designation"). To the extent that these Bylaws conflict in any
manner with Section 5 of the Series B Certificate of Designation, Section 5 of
the Series B Certificate of Designation shall govern and prevail.
ARTICLE 5
OFFICERS
Section 5.1 Number. The officers of the Corporation may be a
Chairman of the Board, President, one or more Vice Presidents, which may be
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a
Secretary, a Chief Financial Officer, a Treasurer, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be
elected in accordance with the provisions of this Article 5.
Section 5.2 Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders, unless the authority to elect any officers is delegated herein. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as reasonably practicable. Subject to the provisions
set forth in this Article 5, each officer shall hold office until the last to
occur of the next annual meeting of the Board of Directors or until his
successor is duly elected and has qualified. Election of an officer shall not,
of itself, create contract rights.
Section 5.3 Removal. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 5.4 Vacancies; New Offices. A vacancy occurring in any
office may be filled and new offices may be created and filled, at any time, by
the Board of Directors.
Section 5.5 Chairman of the Board. The Board of Directors may,
from time to time, appoint a Chairman, who shall preside at all meetings of the
stockholders and of the Board of Directors.
Section 5.6 President. The President shall be the chief
executive officer of the Corporation. He or she shall be in charge of the day to
day business and affairs of the Corporation, subject to the direction and
control of the Board of Directors. In the absence of the Chairman of the Board,
he or she shall preside at all meetings of the Board of Directors. He or she
shall have the power to appoint such agents and employees as in his or her
judgment may be necessary or proper for the transaction of the business of the
Corporation. He or she may sign, on behalf of the Corporation, stock
certificates, deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed. He or she may vote on behalf
of the Corporation, by proxy or otherwise, all securities which the Corporation
is entitled to vote, and, in general, shall perform all duties incident to the
office of President and such other duties as from time to time may be prescribed
by the Board of Directors. The President shall exercise the authority of the
Board of Directors to elect a Treasurer and one or more Vice
A-8
Presidents, except that the President shall not exercise the authority of the
Board of Directors to elect any Executive Vice President or Senior Vice
President.
Section 5.7 Vice President(s). The Vice President, or in the
event more than one Vice President is elected, each of the Vice Presidents
(whether an Executive Vice President, Senior Vice President or Vice President),
shall assist the President in the discharge of his or her duties as the
President may direct, and shall perform such other duties as from time to time
may be assigned to him or her (or them) by the President or the Board of
Directors. In the absence of the President or in the event of his inability or
refusal to act, the President's duties shall be performed, and the President's
authority shall be exercised, by the following officers in the following order:
Executive Vice President, if elected; Senior Vice President, if elected; Vice
President, if elected (or if more than one is elected, in the order of their
election).
Section 5.8 Chief Financial Officer. The Chief Financial
Officer shall have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name and to the credit of the Corporation in such depositaries as
may be designated by the Board of Directors; have charge of and be responsible
for the maintenance of adequate books of account for the Corporation; and, in
general perform all duties incident to the office of Chief Financial Officer and
such other duties not inconsistent with these Bylaws as from time to time may be
assigned to him by the President, or the Board of Directors. The Chief Financial
Officer shall exercise the authority of the Board of Directors to elect a
Treasurer.
Section 5.9 Treasurer. The Treasurer shall assist the Chief
Financial Officer in the discharge of his or her duties as the Chief Financial
Officer may direct, and shall perform such other duties as from time to time may
be assigned to him or her by the Chief Financial Officer, President or the Board
of Directors. In the absence of the Chief Financial Officer, or in the event of
his inability or refusal to act, the Treasurer shall perform the duties and
exercise the authority of the Chief Financial Officer.
Section 5.10 Secretary. The Secretary shall keep the minutes
of the stockholders' and the Board of Directors' meetings; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the corporate records and for the seal of the
Corporation; keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; sign with the
President, or other authorized officer, stock certificates of the Corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors, and any contracts, deeds, mortgages, bonds or other instruments which
the Board of Directors has authorized to be executed, according to the
requirements of the form of the instrument; have general charge of the stock
transfer books of the Corporation; and, in general perform all duties incident
to the office of Secretary and such other duties not inconsistent with these
Bylaws as from time to time may be assigned to him or her by the President or
the Board of Directors.
Section 5.11 Assistant Treasurers and Assistant Secretaries.
The Board of Directors may elect one or more Assistant Treasurers and Assistant
Secretaries. In the absence of the Treasurer or Chief Financial Officer, or in
the event of his inability or refusal to act, the
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Assistant Treasurer(s), in the order of their election, shall perform the duties
and exercise the authority of the Treasurer or Chief Financial Officer. In the
absence of the Secretary, or in the event of his inability or refusal to act,
the Assistant Secretary(ies), in the order of their election, shall perform the
duties and exercise the authority of the Secretary. The Assistant Treasurer(s)
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Treasurer(s) and Assistant
Secretary(ies), in general, shall perform such other duties not inconsistent
with these Bylaws as shall be assigned to them by the Treasurer (or Chief
Financial Officer) or the Secretary, respectively, or by the President or the
Board of Directors.
Section 5.12 Compensation. The compensation of the officers
shall be fixed from time to time by the Board of Directors. No officers shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the Corporation. All compensation shall be reasonable and solely
for services rendered to the Corporation.
ARTICLE 6
FISCAL MATTERS
Section 6.1 Fiscal Year. The fiscal year of the Corporation
shall end on December 31st or on such other date as may be fixed by resolution
of the Board of Directors.
Section 6.2 Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
Section 6.3 Loans and Indebtedness. No loans shall be
contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 6.4 Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation as the Board of Directors shall from time to
time designate.
Section 6.5 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other deposits as the Board of
Directors may select.
ARTICLE 7
GENERAL
Section 7.1 Dividends and Distributions. The Board of
Directors, may from time to time declare or otherwise authorize and the
Corporation may pay, dividends or other distributions on its outstanding stock
in the manner and upon the terms, conditions and limitations provided by law or
the Certificate of Incorporation (including without limitation any Certificate
of Designation).
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Section 7.2 Corporate Seal. The Board of Directors may provide
a corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
Section 7.3 Headings. Article or section headings are inserted
herein only for convenience of reference and shall not be considered in the
construction of any provision hereof.
Section 7.4 Amendment. These Bylaws may be amended, suspended
or repealed in a manner consistent with law at any regular or special meeting of
the Board of Directors by vote of a majority of the entire Board or at any
stockholders meeting called and maintained in accordance herewith. Such
amendment, suspension or repeal may evidence by resolution or otherwise as the
Board may deem appropriate.
Section 7.5 Reliance upon Books, Reports and Records. Each
director, each member of any committee designated by the Board of Directors, and
each officer of the corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account, information,
statements or other records of the corporation, including reports made to the
corporation by any of its directors, officers, employees or counsel, by an
independent certified public accountant, or by an appraiser selected with
reasonable care. An action shall not be considered taken in good faith if the
director, committee member or officer has knowledge concerning the matter in
question that would cause his reliance to be unwarranted.
ARTICLE 8
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 8.1 Right to Indemnification. Each person who was or
is a party or is threatened to be made a party to or is involved (as a party,
witness, or otherwise), in any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation or
of a partnership, joint venture, trust, or other enterprise, including service
with respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent (hereafter an "Agent"), shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended or interpreted (but, in the
case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the Corporation to provide broader
indemnification rights than were permitted prior thereto) against all expenses,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Agent as a result of the actual or deemed
receipt of any payments under this Article 8) reasonably incurred or suffered by
such person in connection with investigating, defending, being a witness in, or
participating in
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(including on appeal), or preparing for any of the foregoing in, any Proceeding
(hereinafter "Expenses"); provided, however, that, except as provided in Section
8.3 of this Article 8, the Corporation shall indemnify any such Agent seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Corporation's Board of Directors. The right to indemnification conferred in this
Article 8 shall be a contract right.
Section 8.2 Authority to Advance Expenses. Expenses incurred
by an officer or director in defending a Proceeding (whether the basis of the
Proceeding is an alleged action in an official capacity or in any other capacity
while serving as a director or officer, including, without limitation, service
to an employee benefit plan) shall be paid by the Corporation in advance of the
final disposition of such Proceeding, provided, however, that such Expenses
incurred by a director or officer in his capacity as a director or officer shall
be advanced only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article 8 or otherwise. Expenses incurred by other Agents of
the Corporation may be advanced upon such terms and conditions as the Board of
Directors deems appropriate. Any obligation to reimburse the Corporation for
Expense advances shall be unsecured and no interest shall be charged thereon.
Section 8.3 Right of Claimant to Bring Suit. If a claim under
Section 8.1 or 8.2 of this Article 8 is not paid in full by the Corporation
within ninety (90) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. The burden of proof of
such proceeding shall be on the claimant to establish that such claimant is
entitled to be indemnified under this Article 8. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.
Section 8.4 Provisions Nonexclusive. The rights conferred on
any person by this Article 8 shall not be exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in an official capacity and as to
action in another capacity while holding, such office. To the extent that any
provision of
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the Certificate of Incorporation, agreement, or vote of the stockholders or
disinterested directors is inconsistent with these Bylaws, the provision,
agreement, or vote shall take precedence.
Section 8.5 Authority to Insure. The Corporation may purchase
and maintain insurance to protect itself and any Agent against any Expense,
whether or not the Corporation would have the power to indemnify the Agent
against such Expense under applicable law or the provisions of this Article 8.
Section 8.6 Survival of Rights. The rights provided by this
Article 8 shall continue as to a person who has ceased to be an Agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 8.7 Settlement of Claims. The Corporation shall not be
liable to indemnify any Agent under this Article 8: (a) for any amounts paid in
settlement of any action or claim effected without the Corporation's written
consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award if the Corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action.
Section 8.8 Effect of Amendment. Any amendment, repeal, or
modification of this Article 8 shall not adversely affect any right or
protection of any Agent existing at the time of such amendment, repeal, or
modification. This Section 8.8 shall not be altered, amended or repealed in any
respect, nor may any provision inconsistent therewith be adopted, unless such
alteration, amendment, repeal or adoption is made in accordance with Section 7.4
hereof.
Section 8.9 Subrogation. In the event of payment under this
Article 8, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the Agent, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Corporation
effectively to bring suit to enforce such rights.
Section 8.10 No Duplication of Payments. The Corporation shall
not be liable under this Article 8 to make any payment in connection with any
claim made against the Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement, vote, or otherwise) of
the amounts otherwise indemnifiable hereunder.
ARTICLE 9
NOTICES
Section 9.1 Notices. Except as otherwise specifically provided
herein or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent, shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, by sending such notice by
Federal Express or similar overnight courier, by sending such notice by prepaid
telegram or mailgram or by sending such notice by telecopy or similar facsimile
transmission. Any such notice shall be addressed to such stockholder, director,
officer, employee, or agent at his or her last known address as the same appears
on the books of the corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails, by overnight
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courier, by telegram or mailgram, or by telecopy or similar facsimile shall be
the time of the giving of the notice.
Section 9.2 Waiver of Notice. Whenever any notice whatever is
required to be given by law, the Certificate of Incorporation or under the
provisions of these Bylaws, a written waiver thereof, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
a meeting, whether of directors, stockholders or any other kind, by the person
or persons entitled to such notice shall constitute waiver thereof, except when
the person attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business nor the purpose of any
meeting need be specified in such a waiver.
A-14
Exhibit B
Amended and Restated Certificate of Designation
SECOND
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED STOCK
AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF
OF
CORAM, INC.
THIS SECOND AMENDED CERTIFICATE OF DESIGNATION (this
"Certificate"), dated December 31, 2002, is being duly executed and filed to
amend the Amended Certificate of Designation, dated December 31, 2001, of Coram,
Inc., a Delaware corporation (the "Company"), for the Series A Preferred Stock
under Section 242 of the General Corporation Law of the State of Delaware.
THE UNDERSIGNED, being duly authorized to execute and file
this Certificate does hereby certify as follows:
1. The original Certificate of Designation of the Company for the
Series A Preferred Stock was filed on December 29, 2000 and the Amended
Certificate of Designation was filed on December 31, 2001.
2. This Certificate is being adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware (the "DGCL").
3. The Amended Certificate of Designation of the Company for the Series
A Preferred Stock is hereby amended in its entirety to read as follows:
Coram, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, and its parent Coram
Healthcare Corporation ("CHC") filed for relief under Chapter 11 of Title 11 of
the United States Code, Sections 101, et seq . (the "Code"), in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")
which cases are jointly administered under In re Coram Healthcare Corporation,
Case No. 00-3299 (MFW)(Jointly Administered). ▇▇▇▇▇ ▇. ▇▇▇▇▇ was appointed
Chapter 11 Trustee for the Company and CHC (the "Trustee") which appointment was
approved by the Bankruptcy Court on March 7, 2002.
The Company hereby certifies that pursuant to the provisions
of Section 242 of the DGCL and Sections 323 and 1108 of the Code, the Trustee,
by written consent dated December 31, 2002, adopted the following resolutions,
which resolutions remain in full force and effect as of the date hereof:
WHEREAS, pursuant to the authority vested in the Board of
Directors of the Company (the "Board") by the DGCL and in accordance with the
provisions of its amended and restated Certificate of Incorporation, as filed
with the Delaware Secretary of State (the "Secretary
B-1
of State") on December 29, 2000 (the "Certificate of Incorporation"), the Board
created a series of preferred stock designated as "Series A Preferred Stock" and
fixed the relative rights, preferences, powers, qualifications, limitations and
restrictions of such series in a Certificate of Designation, as filed with the
Delaware Secretary of State on December 29, 2000 (the "Certificate of
Designation") and thereafter amended by the Certificate of Amendment of
Certificate of Designation filed with the Secretary of State on December 31,
2001 (the "Amended Certificate of Designation"); and
WHEREAS, the Board designated 1125 shares of Series A
Preferred Stock pursuant to the Certificate of Designation and 2500 shares of
Series A Preferred Stock pursuant to the Amended Certificate of Designation; and
WHEREAS, in order to maintain compliance with the provisions
of certain physician self-referral laws (42 U.S.C. Section 1320a-7b and Section
1395nn, as from time to time amended, "▇▇▇▇▇ II") in 2001 and 2002, the Company
entered into Exchange Agreements, dated as of December 29, 2000 (the "December
2000 Exchange Agreement") and December 31, 2001 (the "December 2001 Exchange
Agreement"), with Cerberus Partners, L.P., Foothill Capital Corporation and
▇▇▇▇▇▇▇ Sachs Credit Partners L.P. (the "Noteholders"), pursuant to which the
Noteholders exchanged certain indebtedness under the Series A Notes and the
Series B Notes for their pro rata share of 905 shares of Series A Preferred
Stock pursuant to the December 2000 Exchange Agreement (the "December 2000
Exchange") and for their pro rata share of 189.5705 shares of Series A Preferred
Stock pursuant to the December 2001 Exchange Agreement (the "December 2001
Exchange"); and
WHEREAS, in order to maintain compliance with ▇▇▇▇▇ II in
2003, the Trustee deems it to be in the best interests of the Company, its
creditors, stockholders, employees and other interested parties, to enter into
an additional Exchange Agreement (the "December 2002 Exchange Agreement"),
pursuant to which the Noteholders will exchange additional indebtedness under
the Series A Notes and the Series B Notes for their pro rata share of Series B
Cumulative Preferred Stock (the "December 2002 Exchange Agreement"); and
WHEREAS, in furtherance of the consummation of the December
2002 Exchange Agreement, the Trustee deems it to be in the best interests of the
Company and its creditors, stockholders, employees and other interested parties,
to amend and restate in its entirety the Amended Certificate of Designation in
the particulars as set forth in the Second Certificate of Amendment of the
Certificate of Designation of the Company attached hereto as Exhibit A (the
"Second Amended Certificate of Designation"); and
WHEREAS, in accordance with Sections 242 and 245 of the DGCL
and Sections 323 and 1108 of the Code, the Trustee, declaring such Second
Amended Certificate of Designation advisable, directs that such Second Amended
Certificate of Designation be submitted to the Company's sole voting stockholder
for consideration.
B-2
NOW, THEREFORE, BE IT
RESOLVED, that by the authority vested in the Trustee pursuant
to Section 242 of the DGCL and Sections 323 and 1108 of the Code, and in
accordance with the provisions of the Company's Certificate of Incorporation,
the Trustee hereby authorizes and approves the Second Amended Certificate of
Designation; and
FURTHER RESOLVED, that the Company's officers be, and they
hereby are, authorized, empowered and directed to make, execute, deliver and
file the Second Amended Certificate of Designation and any other necessary
agreements, documents, instruments, certificates, authorizations and other
papers in the name of, for and on behalf of the Company or otherwise, as they
shall deem necessary, advisable, appropriate or expedient and to do all such
acts and things and take such actions as shall be necessary or advisable to
consummate the transactions authorized herein and otherwise to carry out the
purpose and intent of the foregoing resolutions or actions contemplated thereby;
and
4. The Second Amended Certificate of Designation was duly adopted by
the sole voting stockholder of the Company by written consent dated December 31,
2002 in accordance with Section 242 of the DGCL.
IN WITNESS WHEREOF, Coram, Inc. has caused this Certificate to
be signed by an appropriate officer on this 31st day of December, 2002.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President, Chief Financial
Officer & Treasurer
B-3
EXHIBIT A
TERMS, PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A PREFERRED STOCK
OF
CORAM, INC.
The relative rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the Series A Preferred
Stock or the holders thereof are as follows:
1. Definitions. For purposes of this Designation, the following
definitions shall apply:
"Appraised Value" shall mean, in respect of any share of
Common Stock on any date herein specified, the fair market value of such share
of Common Stock (determined without giving effect to the discount for (i) a
minority interest or (ii) any lack of liquidity of the Common Stock or to the
fact that Company may have no class of equity registered under the Exchange Act)
as of the last day of the most recent fiscal month to end within 60 days prior
to such date specified, based on the fair market value of the Company (the
"Company Value"), as determined by a nationally reputable appraisal firm or
investment banking firm selected by the Company and the holders of the Common
Stock (the "Company's Investment Banking Firm"), divided by the number of Fully
Diluted Outstanding shares of Common Stock.
(i) The Required Holders shall have a period of 15 days after
delivery of the Appraised Value to present in writing to the Company's
Investment Bank (with a copy to the Company and the holders of the
Common Stock) any objections the Required Holders may have to any of
the matters set forth therein, which objections shall be set forth in
reasonable detail. If no objections are raised within such 15-day
period, the Company Value shall be deemed accepted and approved by the
Required Holders, on the one hand, and by the Company and the holders
of the Common Stock, on the other hand.
(ii) If the Required Holders shall raise any objections within
such 15-day period, a nationally reputable appraisal firm or investment
banking firm selected by the Required Holders (the "Required Holders'
Investment Banking Firm") and the Company's Investment Banking Firm
shall attempt to resolve the matter or matters in dispute and, if
resolved, such firms shall send a joint notice to the Company, the
holders of the Common Stock and the Required Holders, stating the
manner in which the dispute was resolved, whereupon the confirmed or
revised Company Value shall be final and binding on such parties.
(iii) If such dispute cannot be resolved by the Company and
the holders of the Common Stock, on the one hand, and the Required
Holders, on the other hand, nor by such Investment Banking Firms within
30 days after the date of the delivery of the objection by Required
Holders, then the specific matters in dispute shall be submitted to a
nationally reputable appraisal firm or investment banking firm mutually
selected by the
B-4
Company's Investment Banking Firm and the Required Holders' Investment
Banking Firm (the "Mutual Investment Banking Firm"), which Mutual
Investment Banking Firm shall make a final and binding determination as
to such matter or matters. The Mutual Investment Banking Firm shall
send its written determination to the Company, the holders of the
Common Stock, the Required Holders, the Company's Investment Banking
Firm and the Required Holders' Investment Banking Firm. The Company's
Investment Banking Firm shall then send to the Company, the holders of
the Common Stock and the Required Holders a confirmation of the Company
Value, as determined by the Mutual Investment Banking Firm, and the
Required Holders' Investment Banking Firm shall send a letter to the
Company, the holders of the Common Stock and the Required Holders
confirming that such confirmed or revised Company Value is in
accordance with such determination, whereupon the confirmed or revised
Company Value shall be binding on such parties.
(iv) The parties hereto shall cooperate with each other and
each other's authorized representatives and with Mutual Investment
Banking Firm in order that any and all matters in dispute shall be
resolved as soon as practicable and that a final determination of the
Company Value and the Appraised Value shall be made.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions are authorized or obligated by
law or executive order to close in the State of New York.
"Common Stock" shall mean the common stock, $1.00 par value
per share, of the Company.
"Company" shall mean Coram, Inc., a Delaware corporation.
"December 2000 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 29, 2000, by and among the Company and the
Persons named therein, as may be amended from time to time, a copy of which is
on file at the principal office of the Company.
"December 2001 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 31, 2001, by and among the Company and the
Persons named therein, as it may be amended from time to time, a copy of which
is on file at the principal office of the Company.
"December 2002 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 31, 2002, by and among the Company and the
Persons named therein, as it may be amended from time to time, a copy of which
is on file at the principal office of the Company.
"Dividend Rate" shall mean a cumulative compound annual rate
of 15%, calculated on a 360 day per year basis, based on the actual number of
days elapsed.
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"Event of Default" shall have the meaning assigned to it in
the Exchange Agreements.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.
"Exchange Agreements" shall mean the December 2000 Exchange
Agreement, the December 2001 Exchange Agreement and the December 2002 Exchange
Agreement.
"Fully Diluted Outstanding" shall mean, with reference to
Common Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding at such date and all shares
of Common Stock issuable upon the exercise or conversion of options or warrants
to purchase, or securities convertible into, shares of Common Stock outstanding
on such date which would be deemed outstanding in accordance with GAAP for
purposes of determining book value or net income per share (other than shares of
Common Stock issuable by the Company as a dividend, prior to such issuance).
"GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time.
"Liquidation Preference" shall mean $120,802 per share.
"Noteholders" shall have the meaning assigned to it in the
Exchange Agreements.
"Organic Change" shall mean (A) any sale, lease, exchange or
other transfer of more than 50% of the property and assets of the Company, (B)
any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, (C) any merger or consolidation to which the Company is a party and
which the holders of the voting securities of the Company immediately prior
thereto own less than a majority of the outstanding voting securities of the
surviving entity immediately following such transaction, or (D) any Person or
group of Persons (as such term is used in Section 13(d) of the Exchange Act),
other than the Noteholders, shall beneficially own (as defined in Rule 13d-3
under the Exchange Act) securities of the Company representing 50% or more of
the voting securities of the Company then outstanding. For purposes of the
preceding sentence, "voting securities" shall mean securities, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect the
corporate directors (or Persons performing similar functions).
"Original Issue Date" shall mean, with respect to any issuance
of shares of Preferred Stock, the date of the original issuance of such shares
of Preferred Stock.
"Person" shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body, or department thereof), and shall include any successor (by merger or
otherwise) of such entity.
B-6
"Preferred Stock" shall refer to shares of Series A Preferred
Stock, $0.001 par value per share, of the Company.
"Redemption Date" shall mean the date on which any shares of
Preferred Stock are redeemed by the Company.
"Redemption Price" has the meaning set forth in Section 6(a)
of this Certificate of Designation.
"Required Holders" shall mean the holders of all of the
outstanding shares of Preferred Stock.
"Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power or the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.
"Trading Day" shall mean a Business Day or, if the Common
Stock is listed or admitted to trading on any national securities exchange or
Nasdaq market, a day on which such exchange or market is open for the
transaction of business.
"Vote Multiple" has the meaning set forth in Section 5(a) of
this Certificate of Designation.
2. Designation; Number of Shares. The designation of the preferred
stock authorized by this resolution shall be "Series A Preferred Stock" and the
number of shares of Series A Preferred Stock designated hereby shall be 2,500
shares.
3. Dividends.
(a) So long as any shares of Preferred Stock shall be
outstanding, the holders of such Preferred Stock shall be entitled to receive
out of any funds legally available therefor, preferential dividends at the
Dividend Rate on the Liquidation Preference hereunder, payable quarterly on the
last Business Day of each calendar quarter. Such dividends shall be cumulative
and begin to accrue from the Original Issue Date, whether or not declared and
whether or not there shall be net profits or net assets of the Company legally
available for the payment of those dividends.
(b) The dividend will be payable (i) prior to the effective
date of a Chapter 11 plan of reorganization with respect to the Company, in the
form of additional shares of Preferred Stock having a Liquidation Preference
equal to such dividend amount, or (ii) following the effective date of a Chapter
11 plan of reorganization with respect to the Company and at the Company's
election, in cash or in shares of Common Stock having an Appraised Value equal
to such cash dividend payment.
(c) So long as any shares of Preferred Stock shall be
outstanding, (i) no dividend whatsoever shall be paid or declared, and no
distribution shall be made, on account of any Common Stock until all dividends
in respect of the Preferred Stock for all past and current dividend periods have
been paid and all amounts in respect of the redemption of Preferred Stock
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pursuant to Section 6 have been paid, and (ii) no shares of Common Stock shall
be purchased, redeemed or acquired by the Company and no funds shall be paid
into or set aside or made available for a sinking fund for the purchase,
redemption or acquisition thereof until all dividends in respect of the
Preferred Stock for all past and current dividend periods have been paid and all
amounts in respect of the redemption of Preferred Stock pursuant to Section 6
have been paid.
(d) Notwithstanding anything to the contrary contained herein,
if, on any date, an Event of Default shall have occurred and be continuing,
whether or not by reason of the absence of legally available funds therefor,
then the Dividend Rate on the shares of Preferred Stock shall be increased to a
compound annual rate of 16%, for as long as such Event of Default is continuing.
4. Liquidation Rights of Preferred Stock.
(a) In the event of any sale, liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, whether such
assets are capital, surplus or earnings, before any payment or declaration and
setting apart for payment of any amount shall be made in respect of any shares
of Common Stock or any share of any other class or series of the Company's
preferred stock ranking junior to the Preferred Stock with respect to the
payment of dividends or distribution of assets on the sale, liquidation,
dissolution or winding up of the Company, an amount equal to the Liquidation
Preference plus all declared or accrued and unpaid dividends in respect of any
sale, liquidation, dissolution or winding up consummated.
(b) If upon any sale, liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the assets to be distributed
among the holders of Preferred Stock shall be insufficient to permit the payment
to such stockholders of the full preferential amounts aforesaid, then the entire
assets of the Company to be distributed shall be distributed ratably among the
holders of Preferred Stock, based on the full preferential amounts for the
number of shares of Preferred Stock held by each holder.
(c) After payment to the holders of Preferred Stock of the
amounts set forth in Section 4(a), the entire remaining assets and funds of the
Company legally available for distribution, if any, shall be distributed among
the holders of any preferred stock of the Company entitled to a preference over
the Common Stock in accordance with the terms thereof and, thereafter, to the
holders of Common Stock and Preferred Stock, in proportion to their ownership of
such shares.
5. Voting Rights. In addition to any voting rights provided by law
(which rights, except as may be prohibited by law, are subject to the provisions
for dilution and the limitations set forth in Section 5(a) hereof), the holders
of shares of Preferred Stock shall have the following voting rights:
(a) Subject to the provisions for dilution and the limitations
hereinafter set forth, so long as any of the Preferred Stock is outstanding,
each share of Preferred Stock shall
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entitle the holder thereof to vote on all matters voted on by the holders of
Common Stock, voting together as a single class with other shares entitled to
vote at all meetings of the stockholders of the Company. The number of votes
which a holder of Preferred Stock is entitled to cast, as the same may be
adjusted from time to time as hereinafter provided (which adjustment is subject
to the limitations set forth in this Section 5(a)), is hereinafter referred to
as the "Vote Multiple," which, as of the first of the Original Issue Dates, will
be equal to one per each share of Preferred Stock. In the event the Company
shall at any time after the first of the Original Issue Dates declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, or issue additional shares of Common Stock at a purchase price
which is less than the Appraised Value of such shares on the date of issuance,
then in each such case the Vote Multiple thereafter applicable to the
determination of the number of votes per share which holders of shares of
Preferred Stock are entitled to cast after such event shall be the Vote Multiple
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock and Preferred Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock and Preferred Stock that were outstanding immediately
prior to such event. Notwithstanding the foregoing or any other provision to the
contrary set forth in the Certificate of Incorporation or By-laws of the Company
or this Certificate of Designation or in any other document relating to the
voting rights of the holders of the shares of the Preferred Stock, the "Vote
Multiple" applicable to the determination of the number of votes per share which
holders of shares of Preferred Stock are entitled to cast shall at all times be
adjusted to the extent necessary to ensure that the holders of all shares of
Preferred Stock and all shares of Series B Preferred Stock combined shall not be
entitled to cast more than 49% of the votes on any matter voted on by the
holders of the shares of Common Stock, the holders of Series B Preferred Stock
and the holders of the shares of Preferred Stock, voting together as a single
class.
(b) The unanimous affirmative vote of all of the shares of
Preferred Stock, voting together as a class, in person or by proxy, at a special
or annual meeting of stockholders called for the purpose, or pursuant to a
written consent of stockholders shall be necessary to:
(i) authorize, adopt or approve an amendment to the
Certificate of Incorporation or By-laws of the Company or an amendment
to this Certificate of Designation that would have one of the following
results: (A) reduce the stated value or Liquidation Preference of, or
Dividend Rate on, the Preferred Stock, (B) change the place or currency
of payment or stated value or Liquidation Preference of, or Dividend
Rate on, the Preferred Stock, (C) impair the right to institute suit
for the enforcement of any payment on or with respect to the Preferred
Stock, or (D) reduce the percentage of outstanding shares of Preferred
Stock necessary to modify or amend the terms hereof or to grant
waivers;
(ii) issue any shares of the capital stock of the Company
ranking senior to, or pari passu with (either as to dividends or upon
voluntary or involuntary liquidation, dissolution or winding up) the
Preferred Stock, or issue any securities convertible into, or
exchangeable for, such shares, except shares of Common Stock and shares
of Preferred Stock issued in lieu of cash dividends in accordance with
this Certificate; or
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(iii) take any action which would result in an Organic Change.
(c) The holders of shares of Preferred Stock shall have, in
addition to the other voting rights set forth herein, the exclusive right,
voting separately as a single class, to elect up to a number of directors that
constitutes less than half of the total number of directors of the Company;
provided, however, that if the holders of shares of Preferred Stock do not elect
any directors to the Board, then each holder shall have the right to appoint an
observer to the Board.
(d) The foregoing rights of holders of shares of Preferred
Stock to take any actions as provided in this Section 5 may be exercised at any
annual meeting of stockholders or at a special meeting of stockholders held for
such purpose as hereinafter provided or at any adjournment thereof or pursuant
to any written consent of stockholders. If (A) the annual meeting of
stockholders of the Company is not, for any reason, held within the time fixed
in the By-laws of the Company, or (B) vacancies shall exist in the offices of
directors elected by the holders of Preferred Stock, a proper officer of the
Company, upon the written request of the holders of record of at least ten
percent (10%) of the shares of Preferred Stock then outstanding, addressed to
the Secretary of the Company, shall call a special meeting in lieu of the annual
meeting of stockholders or a special meeting of the holders of Preferred Stock,
for the purpose of electing or, if necessary, removing directors. Any such
meeting shall be held at the earliest practicable date at the place for the
holding of the annual meetings of stockholders. If such meeting shall not be
called by the proper officer of the Company within twenty (20) days after
personal service of said written request upon the Secretary of the Company, or
within twenty (20) days after mailing the same within the United States by
certified mail, addressed to the Secretary of the Company at its principal
executive offices, then the holders of record of at least ten percent (10%) of
the outstanding shares of Preferred Stock may designate in writing one of their
members to call such meeting at the expense of the Company, and such meeting may
be called by the person so designated upon the notice required for the annual
meetings of stockholders of the Company and shall be held at the place for
holding the annual meetings of stockholders. Any holder of Preferred Stock so
designated shall have access to the lists of stockholders to be called pursuant
to the provisions hereof.
(e) Subject to the proviso in Section 4.2 of the By-laws of
the Company, any vacancy occurring in the office of director elected by the
holders of Preferred Stock may be filled by the remaining director(s) elected by
the holders of Preferred Stock unless and until such vacancy shall be filled by
the holders of Preferred Stock. The term of office of the directors elected by
the holders of Preferred Stock shall terminate upon the election of their
successors at any meeting of the holders of the shares of Preferred Stock held
for the purpose of electing directors.
(f) Subject to the proviso in Section 4.2 of the By-laws of
the Company, the directors elected by the holders of shares of Preferred Stock
voting separately as a single class may be removed from office with or without
cause by the vote of the holders of at least a majority of the outstanding
shares of Preferred Stock. A special meeting of the holders of shares of
Preferred Stock may be called in accordance with the procedures set forth in
Section 5(d) above.
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6. Redemption of Preferred Stock.
(a) The Company may, at any time, redeem, and the holders of
the outstanding Preferred Stock shall sell to the Company, at the redemption
price equal to the sum of the Liquidation Preference per share plus an amount
equal to all accrued and unpaid dividends per share (the "Redemption Price"),
all or a portion of the outstanding Preferred Stock.
(b) (i) At least thirty (30) days prior to the date fixed for
the redemption of the Preferred Stock, written notice (the "Redemption Notice")
shall be mailed, postage prepaid, to each holder of record of the Preferred
Stock at its post office address last shown on the records of the Company. The
Redemption Notice shall state:
(1) the number of shares of Preferred Stock held by the
holder that the Company intends to redeem;
(2) the date fixed for redemption and the Redemption
Price; and
(3) that the holder is to surrender to the Company, in the
manner and at the place designated, its certificate or certificates representing
the shares of Preferred Stock to be redeemed.
(ii) On or before the Redemption Date, each holder of
Preferred Stock shall surrender the certificate or certificates
representing such shares of Preferred Stock to the Company, in the
manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price for such shares shall be payable in cash
on the Redemption Date to the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired. In the event that less than
all of the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares.
(c) Dividends on the Preferred Stock called for redemption
shall cease to accumulate on the Redemption Date, and the holders of such shares
redeemed shall cease to have any further rights with respect thereto on the
Redemption Date.
(d) If, at the time of any redemption pursuant to this Section
6, the funds of the Company legally available for redemption of Preferred Stock
are insufficient to redeem the number of shares required to be redeemed, those
funds which are legally available shall be used to redeem the maximum possible
number of such shares, pro rata based upon the number of shares to be redeemed.
At any time thereafter when additional funds of the Company become legally
available for the redemption of Preferred Stock, such funds shall immediately be
used to redeem the balance of the shares of Preferred Stock which the Company
has become obligated to redeem pursuant to this subparagraph, but which it has
not redeemed.
(e) The Company may not otherwise redeem or repurchase the
Preferred Stock.
7. Certain Covenants. Any registered holder of Preferred Stock may
proceed to protect and enforce its rights and the rights of such holders by any
available remedy by
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proceeding at law or in equity to protect and enforce any such rights, whether
for the specific enforcement of any provision in this Certificate of Designation
or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.
8. No Reissuance of Preferred Stock. No Preferred Stock acquired by the
Company by reason of redemption, purchase, or otherwise shall be reissued, and
all such shares shall be cancelled, retired and eliminated from the shares which
the Company shall be authorized to issue.
9. Notices. All notices to the Company permitted hereunder shall be
personally delivered or sent by first class mail, postage prepaid, addressed to
its principal office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to
such other address at which its principal office is located and as to which
notice thereof is similarly given to the holders of the Preferred Stock at their
addresses appearing on the books of the Company.
B-12
Exhibit C
Series B Certificate of Designation
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED STOCK
AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF
OF
CORAM, INC.
Coram, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, and its parent Coram
Healthcare Corporation ("CHC") filed for relief under Chapter 11 of Title 11 of
the United States Code, Sections 101, et seq. (the "Code"), in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") which
cases are jointly administered under In re Coram Healthcare Corporation, Case
No. 00-3299 (MFW)(Jointly Administered). ▇▇▇▇▇ ▇. ▇▇▇▇▇ was appointed Chapter 11
Trustee for the Company and CHC (the "Trustee") which appointment was approved
by the Bankruptcy Court on March 7, 2002.
The Company hereby certifies that pursuant to the provisions
of Section 151 of the Delaware General Corporation Law ("DGCL") and Sections 323
and 1108 of the Code, the Trustee, by written consent dated December 31, 2002,
adopted the following resolutions, which resolutions remain in full force and
effect as of the date hereof:
WHEREAS, pursuant to the authority vested in the Board of
Directors of the Company (the "Board") by the DGCL and in accordance with the
provisions of its amended and restated Certificate of Incorporation, as filed
with the Delaware Secretary of State on December 29, 2000 (the "Certificate of
Incorporation"), the Board created a series of preferred stock designated as
"Series A Preferred Stock" and fixed the relative rights, preferences, powers,
qualifications, limitations and restrictions of such series in a Certificate of
Designation, as filed with the Delaware Secretary of State (the "Secretary of
State") on December 29, 2000 and thereafter amended by the Certificate of
Amendment of Certificate of Designation filed with the Secretary of State on
December 31, 2001 and the Second Certificate of Amendment of Certificate of
Designation filed with the Secretary of State on December 31, 2002 (the "Second
Amended Certificate of Designation"); and
WHEREAS, the Board designated 1125 shares of Series A
Preferred Stock pursuant to the Certificate of Designation and 2500 shares of
Series A Preferred Stock pursuant to the Amended Certificate of Designation; and
WHEREAS, in order to maintain compliance with the provisions
of certain physician self-referral laws (42 U.S.C. Section 1320a-7b and Section
1395nn, as from time to time amended, "▇▇▇▇▇ II") in 2001 and 2002, the Company
entered into Exchange Agreements, dated as of December 29, 2000 (the "December
2000 Exchange Agreement") and December 31, 2001 (the "December 2001 Exchange
Agreement"), with Cerberus Partners, L.P., Foothill Capital Corporation and
▇▇▇▇▇▇▇ Sachs Credit Partners L.P. (the "Noteholders"), pursuant to which the
Noteholders exchanged certain indebtedness under the Series A Notes and the
Series B Notes for their pro rata share of 905 shares of Series A Preferred
Stock pursuant to the December 2000
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Exchange Agreement (the "December 2000 Exchange") and for their pro rata share
of 189.5705 shares of Series A Preferred Stock pursuant to the December 2001
Exchange Agreement (the "December 2001 Exchange"); and
WHEREAS, in order to maintain compliance with ▇▇▇▇▇ II in
2003, the Trustee deems it to be in the best interests of the Company, its
creditors, stockholders, employees and other interested parties, to enter into
an additional Exchange Agreement (the "December 2002 Exchange Agreement"),
pursuant to which the Noteholders will exchange additional indebtedness under
the Series A Notes and the Series B Notes for their pro rata share of Series B
Cumulative Preferred Stock (the "Series B Preferred Stock") (as set forth
below); and
WHEREAS, in order to effectuate the issuance of the Series B
Preferred Stock and in furtherance of the consummation of the December 2002
Exchange Agreement, the Trustee deems it to be in the best interests of the
Company and its creditors, stockholders, employees and other interested parties,
to create a series of preferred stock designated as "Series B Cumulative
Preferred Stock" with certain rights, designations, preferences, qualifications
and/or restrictions as set forth in the Certificate of Designation of the
Company attached hereto as Exhibit A (the "Series B Certificate of
Designation"); and
WHEREAS, in accordance with Section 151 of the DGCL and
Sections 323 and 1108 of the Code, the Trustee, declaring such Series B
Certificate of Designation advisable, directs that such Series B Certificate of
Designation be submitted to the Company's sole voting stockholder for
consideration.
NOW, THEREFORE, BE IT
RESOLVED, that by the authority vested in the Trustee pursuant
to Section 151 of the DGCL and Sections 323 and 1108 of the Code, and in
accordance with the provisions of the Company's Certificate of Incorporation, a
class of preferred stock of the Company to be known as "Series B Cumulative
Preferred Stock" be, and it hereby is, created and provided for, and the Trustee
hereby fixes, states and expresses the terms, designations, relative rights,
preferences and limitation of such class in the particulars as set forth in the
Series B Certificate of Designation; and
FURTHER RESOLVED, that the Company's officers be, and they
hereby are, authorized, empowered and directed to make, execute, deliver and
file the Series B Certificate of Designation and any other necessary agreements,
documents, instruments, certificates, authorizations and other papers in the
name of, for and on behalf of the Company or otherwise, as they shall deem
necessary, advisable, appropriate or expedient and to do all such acts and
things and take such actions as shall be necessary or advisable to consummate
the transactions authorized herein and otherwise to carry out the purpose and
intent of the foregoing resolutions or actions contemplated thereby.
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IN WITNESS WHEREOF, Coram, Inc. has caused this Certificate to
be signed by an appropriate officer on this 31st day of December, 2002.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President, Chief
Financial Officer & Treasurer
C-3
EXHIBIT A
TERMS, PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
CORAM, INC.
The relative rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the Series B Cumulative
Preferred Stock or the holders thereof are as follows:
1. Definitions. For purposes of this Designation, the following
definitions shall apply:
"Appraised Value" shall mean, in respect of any share of
Common Stock on any date herein specified, the fair market value of such share
of Common Stock (determined without giving effect to the discount for (i) a
minority interest or (ii) any lack of liquidity of the Common Stock or to the
fact that Company may have no class of equity registered under the Exchange Act)
as of the last day of the most recent fiscal month to end within 60 days prior
to such date specified, based on the fair market value of the Company (the
"Company Value"), as determined by a nationally reputable appraisal firm or
investment banking firm selected by the Company and the holders of the Common
Stock (the "Company's Investment Banking Firm"), divided by the number of Fully
Diluted Outstanding shares of Common Stock.
(i) The Required Holders shall have a period of 15 days after
delivery of the Appraised Value to present in writing to the Company's
Investment Bank (with a copy to the Company and the holders of the
Common Stock) any objections the Required Holders may have to any of
the matters set forth therein, which objections shall be set forth in
reasonable detail. If no objections are raised within such 15-day
period, the Company Value shall be deemed accepted and approved by the
Required Holders, on the one hand, and by the Company and the holders
of the Common Stock, on the other hand.
(ii) If the Required Holders shall raise any objections within
such 15-day period, a nationally reputable appraisal firm or investment
banking firm selected by the Required Holders (the "Required Holders'
Investment Banking Firm") and the Company's Investment Banking Firm
shall attempt to resolve the matter or matters in dispute and, if
resolved, such firms shall send a joint notice to the Company, the
holders of the Common Stock and the Required Holders, stating the
manner in which the dispute was resolved, whereupon the confirmed or
revised Company Value shall be final and binding on such parties.
(iii) If such dispute cannot be resolved by the Company and
the holders of the Common Stock, on the one hand, and the Required
Holders, on the other hand, nor by such Investment Banking Firms within
30 days after the date of the delivery of the objection by Required
Holders, then the specific matters in dispute shall be submitted to a
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nationally reputable appraisal firm or investment banking firm mutually
selected by the Company's Investment Banking Firm and the Required
Holders' Investment Banking Firm (the "Mutual Investment Banking
Firm"), which Mutual Investment Banking Firm shall make a final and
binding determination as to such matter or matters. The Mutual
Investment Banking Firm shall send its written determination to the
Company, the holders of the Common Stock, the Required Holders, the
Company's Investment Banking Firm and the Required Holders' Investment
Banking Firm. The Company's Investment Banking Firm shall then send to
the Company, the holders of the Common Stock and the Required Holders a
confirmation of the Company Value, as determined by the Mutual
Investment Banking Firm, and the Required Holders' Investment Banking
Firm shall send a letter to the Company, the holders of the Common
Stock and the Required Holders confirming that such confirmed or
revised Company Value is in accordance with such determination,
whereupon the confirmed or revised Company Value shall be binding on
such parties.
(iv) The parties hereto shall cooperate with each other and
each other's authorized representatives and with Mutual Investment
Banking Firm in order that any and all matters in dispute shall be
resolved as soon as practicable and that a final determination of the
Company Value and the Appraised Value shall be made.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions are authorized or obligated by
law or executive order to close in the State of New York.
"Common Stock" shall mean the common stock, $1.00 par value
per share, of the Company.
"Company" shall mean Coram, Inc., a Delaware corporation.
"December 2000 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 29, 2000, by and among the Company and the
Persons named therein, as may be amended from time to time, a copy of which is
on file at the principal office of the Company.
"December 2001 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 31, 2001, by and among the Company and the
Persons named therein, as it may be amended from time to time, a copy of which
is on file at the principal office of the Company.
"December 2002 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 31, 2002, by and among the Company and the
Persons named therein, as it may be amended from time to time, a copy of which
is on file at the principal office of the Company.
"Dividend Rate" shall mean a cumulative compound annual rate
of 15%, calculated on a 360 day per year basis, based on the actual number of
days elapsed.
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"Event of Default" shall have the meaning assigned to it in
the Exchange Agreements.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.
"Exchange Agreements" shall mean the December 2000 Exchange
Agreement, the December 2001 Exchange Agreement and the December 2002 Exchange
Agreement.
"Fully Diluted Outstanding" shall mean, with reference to
Common Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding at such date and all shares
of Common Stock issuable upon the exercise or conversion of options or warrants
to purchase, or securities convertible into, shares of Common Stock outstanding
on such date which would be deemed outstanding in accordance with GAAP for
purposes of determining fully diluted net income per share (other than shares of
Common Stock issuable by the Company as a dividend, prior to such issuance).
"GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time.
"Liquidation Preference" shall mean $120,802 per share.
"Noteholders" shall have the meaning assigned to it in the
Exchange Agreements.
"Organic Change" shall mean (A) any sale, lease, exchange or
other transfer of more than 50% of the property and assets of the Company, (B)
any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, (C) any merger or consolidation to which the Company is a party and
which the holders of the voting securities of the Company immediately prior
thereto own less than a majority of the outstanding voting securities of the
surviving entity immediately following such transaction, or (D) any Person or
group of Persons (as such term is used in Section 13(d) of the Exchange Act),
other than the Noteholders, shall beneficially own (as defined in Rule 13d-3
under the Exchange Act) securities of the Company representing 50% or more of
the voting securities of the Company then outstanding. For purposes of the
preceding sentence, "voting securities" shall mean securities, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect the
corporate directors (or Persons performing similar functions).
"Original Issue Date" shall mean, with respect to any issuance
of shares of Preferred Stock, the date of the original issuance of such shares
of Preferred Stock.
"Person" shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body, or department thereof), and shall include any successor (by merger or
otherwise) of such entity.
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"Preferred Stock" shall refer to shares of Series B
Cumulative Preferred Stock, $0.001 par value per share, of the Company.
"Redemption Date" shall mean the date on which any shares of
Preferred Stock are redeemed by the Company.
"Redemption Price" has the meaning set forth in Section 6(a)
of this Certificate of Designation.
"Required Holders" shall mean the holders of all of the
outstanding shares of Preferred Stock.
"Second Amended and Restated Certificate of Designation" shall
mean the Second Certificate of Amendment of Certificate of Designation of the
Company, filed with the Delaware Secretary of State on December 31, 2002.
"Series A Preferred Stock" shall mean the shares of Series A
Preferred Stock, $0.001 par value per share, of the Company.
"Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power or the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.
"Trading Day" shall mean a Business Day or, if the Common
Stock is listed or admitted to trading on any national securities exchange or
Nasdaq market, a day on which such exchange or market is open for the
transaction of business.
"Vote Multiple" has the meaning set forth in Section 5(a) of
this Certificate of Designation.
2. Designation; Number of Shares. The designation of the preferred
stock authorized by this resolution shall be "Series B Cumulative Preferred
Stock" and the number of shares of Series B Cumulative Preferred Stock
designated hereby shall be 2,500 shares.
3. Dividends.
(a) So long as any shares of Preferred Stock shall be
outstanding, the holders of such Preferred Stock shall be entitled to receive
out of any funds legally available therefor, preferential dividends at the
Dividend Rate on the Liquidation Preference hereunder, payable quarterly on the
last Business Day of each calendar quarter. Such dividends shall be cumulative
and begin to accrue from the Original Issue Date, whether or not declared and
whether or not there shall be net profits or net assets of the Company legally
available for the payment of those dividends. Any dividends payable according to
this Section 3 shall be paid subsequent to any and all dividends which are
payable to the holders of the Series A Preferred Stock pursuant to the terms and
provisions of the Second Amended and Restated Certificate of Designation.
(b) The dividend will be payable (i) prior to the effective
date of a Chapter 11 plan of reorganization with respect to the Company, in the
form of additional shares of Preferred
C-7
Stock having a Liquidation Preference equal to such dividend amount, or (ii)
following the effective date of a Chapter 11 plan of reorganization with respect
to the Company and at the Company's election, in cash or in shares of Common
Stock having an Appraised Value equal to such cash dividend payment.
(c) So long as any shares of Preferred Stock shall be
outstanding, (i) no dividend whatsoever shall be paid or declared, and no
distribution shall be made, on account of any Common Stock until all dividends
in respect of the Preferred Stock for all past and current dividend periods have
been paid and all amounts in respect of the redemption of Preferred Stock
pursuant to Section 6 have been paid, and (ii) no shares of Common Stock shall
be purchased, redeemed or acquired by the Company and no funds shall be paid
into or set aside or made available for a sinking fund for the purchase,
redemption or acquisition thereof until all dividends in respect of the
Preferred Stock for all past and current dividend periods have been paid and all
amounts in respect of the redemption of Preferred Stock pursuant to Section 6
have been paid.
(d) Notwithstanding anything to the contrary contained herein,
if, on any date, an Event of Default shall have occurred and be continuing,
whether or not by reason of the absence of legally available funds therefor,
then the Dividend Rate on the shares of Preferred Stock shall be increased to a
compound annual rate of 16%, for as long as such Event of Default is continuing.
4. Liquidation Rights of Preferred Stock.
(a) In the event of any sale, liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
Preferred Stock then outstanding shall be entitled, after payment has been made
to the holders of the Series A Preferred Stock pursuant to the terms and
provisions of the Second Amended and Restated Certificate of Designation, to be
paid out of the assets of the Company available for distribution to its
stockholders, whether such assets are capital, surplus or earnings, before any
payment or declaration and setting apart for payment of any amount shall be made
in respect of any shares of Common Stock or any share of any other class or
series of the Company's preferred stock ranking junior to the Preferred Stock
with respect to the payment of dividends or distribution of assets on the sale,
liquidation, dissolution or winding up of the Company, an amount equal to the
Liquidation Preference plus all declared or accrued and unpaid dividends in
respect of any sale, liquidation, dissolution or winding up consummated.
(b) If upon any sale, liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the assets to be distributed
among the holders of Preferred Stock, after distribution has been made to the
holders of the Series A Preferred Stock pursuant to the terms and provisions of
the Second Amended and Restated Certificate of Designation, shall be
insufficient to permit the payment to such stockholders of the full preferential
amounts aforesaid, then the entire assets of the Company to be distributed shall
be distributed ratably among the holders of Preferred Stock, based on the full
preferential amounts for the number of shares of Preferred Stock held by each
holder.
C-8
(c) After payment to the holders of Preferred Stock of the
amounts set forth in Section 4(a), the entire remaining assets and funds of the
Company legally available for distribution, if any, shall be distributed among
the holders of any preferred stock of the Company entitled to a preference over
the Common Stock in accordance with the terms thereof and, thereafter, to the
holders of Common Stock, Series A Preferred Stock and Preferred Stock, in
proportion to their ownership of such shares.
5. Voting Rights. In addition to any voting rights provided by law
(which rights, except as may be prohibited by law, are subject to the provisions
for dilution and the limitations set forth in Section 5(a) hereof), the holders
of shares of Preferred Stock shall have the following voting rights:
(a) Subject to the provisions for dilution and the limitations
hereinafter set forth, so long as any of the Preferred Stock is outstanding,
each share of Preferred Stock shall entitle the holder thereof to vote on all
matters voted on by the holders of Common Stock, voting together as a single
class with other shares entitled to vote at all meetings of the stockholders of
the Company. The number of votes which a holder of Preferred Stock is entitled
to cast, as the same may be adjusted from time to time as hereinafter provided
(which adjustment is subject to the limitations set forth in this Section 5(a)),
is hereinafter referred to as the "Vote Multiple," which, as of the first of the
Original Issue Dates, will be equal to one per each share of Preferred Stock. In
the event the Company shall at any time after the first of the Original Issue
Dates declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or split or a combination, consolidation or
reverse split of the outstanding shares of Common Stock into a greater or lesser
number of shares of Common Stock, or issue additional shares of Common Stock at
a purchase price which is less than the Appraised Value of such shares on the
date of issuance, then in each such case the Vote Multiple thereafter applicable
to the determination of the number of votes per share which holders of shares of
Preferred Stock are entitled to cast after such event shall be the Vote Multiple
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock, Series A Preferred Stock and Preferred
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock, Series A Preferred Stock and Preferred
Stock that were outstanding immediately prior to such event. Notwithstanding the
foregoing or any other provision to the contrary set forth in the Certificate of
Incorporation or By-laws of the Company or this Certificate of Designation or in
any other document relating to the voting rights of the holders of the shares of
the Preferred Stock, the "Vote Multiple" applicable to the determination of the
number of votes per share which holders of shares of Preferred Stock are
entitled to cast shall at all times be adjusted to the extent necessary to
ensure that the holders of all shares of Preferred Stock and of all shares of
Series A Preferred Stock combined shall not be entitled to cast more than 49% of
the votes on any matter voted on by the holders of the shares of Common Stock,
the holders of Series A Preferred Stock and the holders of the shares of
Preferred Stock, voting together as a single class.
(b) The unanimous affirmative vote of all of the shares of
Preferred Stock, voting together as a class, in person or by proxy, at a special
or annual meeting of stockholders called for the purpose, or pursuant to a
written consent of stockholders shall be necessary to:
C-9
(i) authorize, adopt or approve an amendment to the
Certificate of Incorporation or By-laws of the Company or an amendment
to this Certificate of Designation that would have one of the following
results: (A) reduce the stated value or Liquidation Preference of, or
Dividend Rate on, the Preferred Stock, (B) change the place or currency
of payment or stated value or Liquidation Preference of, or Dividend
Rate on, the Preferred Stock, (C) impair the right to institute suit
for the enforcement of any payment on or with respect to the Preferred
Stock, or (D) reduce the percentage of outstanding shares of Preferred
Stock necessary to modify or amend the terms hereof or to grant
waivers;
(ii) issue any shares of the capital stock of the Company
ranking senior to, or pari passu with (either as to dividends or upon
voluntary or involuntary liquidation, dissolution or winding up) the
Preferred Stock, or issue any securities convertible into, or
exchangeable for, such shares, except shares of Common Stock and shares
of Series A Preferred Stock and Preferred Stock issued in lieu of cash
dividends in accordance with the Second Amended Certificate of
Designation and this Series B Certificate of Designation, respectively;
or
(iii) take any action which would result in an Organic Change.
(c) The foregoing rights of holders of shares of Preferred
Stock to take any actions as provided in this Section 5 may be exercised at any
annual meeting of stockholders or at a special meeting of stockholders held for
such purpose as hereinafter provided or at any adjournment thereof or pursuant
to any written consent of stockholders. If the annual meeting of stockholders of
the Company is not, for any reason, held within the time fixed in the By-laws of
the Company, a proper officer of the Company, upon the written request of the
holders of record of at least ten percent (10%) of the shares of Preferred Stock
then outstanding, addressed to the Secretary of the Company, shall call a
special meeting in lieu of the annual meeting of stockholders or a special
meeting of the holders of Preferred Stock, for any appropriate purpose pursuant
to the DGCL of electing or, if necessary, removing directors. Any such meeting
shall be held at the earliest practicable date at the place for the holding of
the annual meetings of stockholders. If such meeting shall not be called by the
proper officer of the Company within twenty (20) days after personal service of
said written request upon the Secretary of the Company, or within twenty (20)
days after mailing the same within the United States by certified mail,
addressed to the Secretary of the Company at its principal executive offices,
then the holders of record of at least ten percent (10%) of the outstanding
shares of Preferred Stock may designate in writing one of their members to call
such meeting at the expense of the Company, and such meeting may be called by
the person so designated upon the notice required for the annual meetings of
stockholders of the Company and shall be held at the place for holding the
annual meetings of stockholders. Any holder of Preferred Stock so designated
shall have access to the lists of stockholders to be called pursuant to the
provisions hereof.
6. Redemption of Preferred Stock.
(a) The Company may, at any time, redeem, and the holders of
the outstanding Preferred Stock shall sell to the Company, at the redemption
price equal to the sum
C-10
of the Liquidation Preference per share plus an amount equal to all accrued and
unpaid dividends per share (the "Redemption Price"), all or a portion of the
outstanding Preferred Stock.
(b) (i) At least thirty (30) days prior to the date fixed for
the redemption of the Preferred Stock, written notice (the "Redemption Notice")
shall be mailed, postage prepaid, to each holder of record of the Preferred
Stock at its post office address last shown on the records of the Company. The
Redemption Notice shall state:
(1) the number of shares of Preferred Stock held by the
holder that the Company intends to redeem;
(2) the date fixed for redemption and the Redemption
Price; and
(3) that the holder is to surrender to the Company, in the
manner and at the place designated, its certificate or certificates representing
the shares of Preferred Stock to be redeemed.
(ii) On or before the Redemption Date, each holder of
Preferred Stock shall surrender the certificate or certificates
representing such shares of Preferred Stock to the Company, in the
manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price for such shares shall be payable in cash
on the Redemption Date to the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired. In the event that less than
all of the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares.
(c) Dividends on the Preferred Stock called for redemption
shall cease to accumulate on the Redemption Date, and the holders of such shares
redeemed shall cease to have any further rights with respect thereto on the
Redemption Date.
(d) If, at the time of any redemption pursuant to this Section
6, the funds of the Company legally available for redemption of Preferred Stock
are insufficient to redeem the number of shares required to be redeemed, those
funds which are legally available shall be used to redeem the maximum possible
number of such shares, pro rata based upon the number of shares to be redeemed.
At any time thereafter when additional funds of the Company become legally
available for the redemption of Preferred Stock, such funds shall immediately be
used to redeem the balance of the shares of Preferred Stock which the Company
has become obligated to redeem pursuant to this subparagraph, but which it has
not redeemed.
(e) The Company may not otherwise redeem or repurchase the
Preferred Stock.
(f) The Company may not redeem or repurchase the Preferred
Stock unless it will also or has previously redeemed or repurchased the Series A
Preferred Stock.
7. Certain Covenants. Any registered holder of Preferred Stock may
proceed to protect and enforce its rights and the rights of such holders by any
available remedy by proceeding at law or in equity to protect and enforce any
such rights, whether for the specific
C-11
enforcement of any provision in this Certificate of Designation or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.
8. No Reissuance of Preferred Stock. No Preferred Stock acquired by the
Company by reason of redemption, purchase, or otherwise shall be reissued, and
all such shares shall be cancelled, retired and eliminated from the shares which
the Company shall be authorized to issue.
9. Notices. All notices to the Company permitted hereunder shall be
personally delivered or sent by first class mail, postage prepaid, addressed to
its principal office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to
such other address at which its principal office is located and as to which
notice thereof is similarly given to the holders of the Preferred Stock at their
addresses appearing on the books of the Company.
C-12
Exhibit D
Opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP
December 31, 2002
▇▇▇▇▇▇▇ Sachs Credit Partners L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Foothill Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Cerberus Partners L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Coram, Inc.
Ladies and Gentlemen:
Coram Healthcare Corporation, a Delaware corporation ("CHC")
and its subsidiary Coram, Inc., a Delaware corporation (the "Company"), filed
for relief under Chapter 11 of Title 11 of the United States Code, Sections 101,
et seq., in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"), which cases are jointly administered under In re Coram
Healthcare Corporation, Case No. 00-3299 (MFW)(Jointly Administered). ▇▇▇▇▇ ▇.
▇▇▇▇▇ was appointed Chapter 11 Trustee for the Company and CHC (the "Trustee"),
which appointment was approved by the Bankruptcy Court on March 7, 2002.
We have acted as counsel for the Trustee in connection with
the transactions contemplated by the Exchange Agreement, dated as of December
31, 2002 (the "Exchange Agreement"), by and among the Company, ▇▇▇▇▇▇▇ Sachs
Credit Partners L.P., a Bermuda limited partnership ("Goldman"), Foothill
Capital Corporation, a California corporation ("Foothill"), and Cerberus
Partners L.P., a New York limited partnership ("Cerberus") (each of Goldman,
Foothill and Cerberus a "Holder" and, collectively, the "Holders").
Capitalized terms used but not defined herein shall have,
unless the context otherwise requires, the respective meanings assigned to them
in the Exchange Agreement.
For purposes of this opinion, we have examined, among other
things, the following documents, each dated as of the date hereof, unless
otherwise specified:
(i) executed counterparts of the Exchange Agreement;
(ii) the Second Certificate of Amendment of Certificate of
Designation of the Company filed with the Secretary of State of the State of
Delaware on December 31, 2002;
D-1
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P.
Foothill Capital Corporation
Cerberus Partners L.P.
December 31, 2002
Page 2
(iii) the Certificate of Designation for the Company for the
Series B Cumulative Preferred Stock filed with the Secretary of State of the
State of Delaware on December 31, 2002;
(iv) executed counterparts of the Stockholder Agreement, dated
as of December 29, 2000, by and among the Company and Foothill, Cerberus and
▇▇▇▇▇▇▇, Sachs & Co., a New York limited partnership, of Amendment No. 1
thereto, dated as of December 31, 2001, and of Amendment No. 2 thereto, dated as
of December 31, 2002 ("Amendment No. 2 to the Stockholder Agreement");
(v) executed counterparts of the Amendment No. 6 to the
Securities Exchange Agreement, dated as of December 31, 2002, by and among the
Company, Coram Healthcare Corporation and the Holders;
(vi) executed counterparts of the Series B Senior Subordinated
Convertible Notes, dated as of December 31, 2002 (the "December 2002 Notes"), in
favor of the Holders;
(vii) copies certified as true and correct by an officer of
the Company of the Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company, as amended as of the date hereof
(the "Charter Documents");
(viii) certificate of the Secretary of State of the State of
Delaware attesting to, as of December 23, 2002, the legal existence and the good
standing of the Company in the State of Delaware (the "Certificate");
(ix) the Order, dated December 27, 2002, entered by the United
States Bankruptcy Court for the District of Delaware;
(x) copy of the order of the Bankruptcy Court dated March 7,
2002, appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇ as Trustee; and
(xi) copies certified as true and correct by an officer of the
Company of resolutions by unanimous written consent of (a) the sole voting
stockholder of the Company, dated December 31, 2002, (b) the Trustee acting for
the sole voting stockholder of the Company, dated December 31, 2002, and (c) the
Trustee acting for the Company, dated December 31, 2002, in each case relating
to the issuance of the December 2002 Preferred Stock and related matters.
The documents, agreements and instruments referred to in
paragraphs (i), (ii), (iii) and (v) above and Amendment No. 2 to the Stockholder
Agreement are referred to herein as the "Transaction Documents."
In making such examination and in rendering the opinions set
forth below, we have assumed the genuineness of all signatures (other than those
of the Company), the authenticity of all documents submitted to us as originals,
the conformity to original documents
D-2
▇▇▇▇▇▇▇ Sachs Credit Partners L.P.
Foothill Capital Corporation
Cerberus Partners L.P.
December 31, 2002
Page 3
of all documents submitted to us as certified or photostat copies and the
authenticity of the originals of such latter documents.
We have assumed that each of the parties to the Transaction
Documents (other than the Company) has the power and authority and has taken the
action necessary to authorize the execution and delivery of, and the performance
of its obligations under, the Transaction Documents to which it is a party, that
such Transaction Documents have been validly executed and delivered by each such
party and are binding thereon, that no consent, approval, authorization,
declaration or filing by or with any governmental commission, board or agency,
which has not been obtained or made, is required for the valid execution or
delivery by such party of, or the performance of obligations under, the
Transaction Documents.
As to matters of fact, we have relied with your permission
upon the representations and warranties made by the Company in the Transaction
Documents and in certificates of public officials and of officers of the
Company, and we have assumed that such representations and warranties and
certificates are accurate, complete and valid as of the date hereof.
We have assumed with your permission that (i) the State of New
York is the principal place of business of each of Goldman and Cerberus, and
(ii) the State of California is the principal place of business of Foothill.
The law covered by the opinions expressed herein is limited to
the law of the State of New York, and the federal law of the United States, and,
in respect of the opinions set forth in paragraphs 1 through 5 below, the
General Corporation Law of the State of Delaware.
Based upon the foregoing, and subject to the exceptions,
qualifications, limitations, assumptions and reliances stated herein, it is our
opinion that:
1. Based solely on the Certificate, the Company is validly
existing as a corporation in good standing under the laws of the State of
Delaware.
2. The Company has the corporate power and authority to (a)
execute and deliver, and perform its obligations under, the Transaction
Documents, and (b) execute and deliver the December 2002 Notes and issue the
December 2002 Preferred Stock in exchange for the Exchange Notes in connection
therewith. The execution and delivery by the Company of, and performance by the
Company of its obligations under, the Transaction Documents have been duly
authorized by all necessary corporate action on the part of the Company. The
exchange of the December 2001 Notes for the December 2002 Notes and the December
2002 Preferred Stock has been duly authorized by all necessary corporate action
on the part of the Company. Each of the Transaction Documents and the December
2002 Notes has been duly executed and delivered by the Company. Each of the
Transaction Documents constitutes the Company's legal, valid and binding
obligation enforceable against the Company in accordance with its terms.
D-3
▇▇▇▇▇▇▇ Sachs Credit Partners L.P.
Foothill Capital Corporation
Cerberus Partners L.P.
December 31, 2002
Page 4
3. The execution and delivery by the Company of, and
performance by the Company of its obligations under, the Transaction Documents
do not (a) violate any provision of the Charter Documents or (b) violate any
statute, rule or regulation of any governmental authority of the United States
or the State of New York, or any provision of the General Corporation Law of the
State of Delaware, known to us to which the Company is subject.
4. The issuance, sale and delivery by the Company of the
December 2002 Preferred Stock have been duly authorized by all requisite
corporate action by the Company and, when sold and delivered in the manner
contemplated by the Exchange Agreement, will be duly and validly issued and
outstanding, fully paid and non-assessable and free of (i) limitations on voting
rights, options and other encumbrances, other than as specified in the
Transaction Documents and Charter Documents, and (ii) to our knowledge (and
without independent verification), any adverse claims.
5. No authorization, approval, or other action by, and no
notice to or filing with, any governmental authority, which has not been
obtained or made, is required for the execution and delivery by the Company of,
and performance by the Company of its obligations under, the Transaction
Documents (except for notice filings that may be required by applicable state
"blue sky" laws and federal securities laws).
6. Based upon the representations and warranties of the
Company and the Holders in the Transaction Documents with respect to factual
matters, it is not necessary in connection with the offer, sale and delivery of
the December 2002 Preferred Stock and the December 2002 Notes to the Holders
under the Exchange Agreement to register the December 2002 Preferred Stock and
the December 2002 Notes under the Securities Act of 1933, as amended, or under
any applicable state securities or "blue sky" laws (except for notice filings
that may be required by applicable state "blue sky" laws and federal securities
laws).
The opinions expressed herein are subject in all respect to
the following further qualifications, limitations and exclusions:
a. The opinions set forth in paragraph 2 above with respect to
enforceability are further subject to the effects of laws relating to fraudulent
conveyances, transfers and obligations, including, without limitation,
Bankruptcy Code Section 548, the Uniform Fraudulent Transfer Act and other laws
in pari materia. Moreover, provisions of the Transaction Documents that permit
the Holders to take action or make determinations, or to benefit from
indemnities and similar undertakings of the Company, may be subject to a
requirement that such action be taken or such determinations be made, and that
any action or inaction by any of the Holders that may give rise to a request for
payment under any such indemnity or similar undertaking be taken or not taken,
on a reasonable basis and in good faith. The foregoing opinions with respect to
enforceability are further qualified by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditor's rights
generally and by general principles of
D-4
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P.
Foothill Capital Corporation
Cerberus Partners L.P.
December 31, 2002
Page 5
equity, public policy considerations, judicial discretion and general
requirements of good faith and fair dealing and commercial reasonableness
(regardless of whether such enforceability is a proceeding in equity or at law).
b. We express no opinion as to how the transaction
contemplated by the Transaction Documents (the "Transaction") may be
characterized or treated under the laws of the State of New York relating to
licensure of home care service agencies or by any governmental agency, including
without limitation the New York State Department of Health or the New York
Public Health Council, charged with the enforcement of such laws. We further
express no opinion as to the effect on the Company or its performance under the
Transaction Documents of any governmental agency's failure to approve a change
of ownership and/or control deemed to have resulted from the Transaction,
including without limitation the Company's continued indirect ownership of Coram
Healthcare Corporation of Greater New York, a New York corporation, and/or Coram
Healthcare Corporation of New York, a New York corporation.
c. The enforceability of provisions in the Transaction
Documents to the effect that terms may not be waived or modified except in
writing may be limited under certain circumstances, including, but not limited
to, principles of equity, whether applied by a court of law or equity.
d. We express no opinion as to any provisions in the
Transaction Documents relating to the availability of specific performance,
injunctive relief or any other equitable remedy, or concerning the
enforceability of any waiver of any defenses or rights, jurisdiction or release
of any party.
e. We express no opinion as to the enforceability of the
indemnification provisions contained in any of the Transaction Documents insofar
as said provisions contravene public policy or might require indemnification or
payments with respect to any litigation against a party to any of the
Transaction Documents determined adversely to the other party(ies) to such
litigation, or any loss, cost or expense arising out of an indemnified party's
gross negligence or willful misconduct or any violation by an indemnified party
of statutory duties, general principles of equity or public policy.
f. Except as expressly set forth in paragraphs 5 and 6 above,
no opinion is given as to the application of any securities laws.
g. Our opinions are issued as of the date hereof and are
limited to the laws now in effect as to which our opinions relate and facts and
circumstances in existence on the date hereof, and we assume no undertaking to
advise you of any changes in the opinions expressed herein as a result of any
change in any laws, facts or circumstances which may come to our attention after
the date hereof.
D-5
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P.
Foothill Capital Corporation
Cerberus Partners L.P.
December 31, 2002
Page 6
h. References in this opinion letter to matters "known to us,"
a statement made "to our knowledge" or words of similar import are intended to
indicate that, during the course of our representation of the Trustee, no
information that would give current actual knowledge of the inaccuracy of such
statement has come to the attention of those attorneys in this firm who have had
substantive involvement in the negotiation of the Transaction Documents.
Furthermore, with your permission we have made no independent investigation of
any such matter other than as set forth herein and no inferences to the contrary
should be drawn from our representation of the Trustee in this matter.
i. We express no opinion as to the effect or applicability of
the Bankruptcy Code or any order that may exist (now or in the future) in the
proceedings relating to the bankruptcy case of the Company or its sole voting
stockholder as to any provision in the Transaction Documents (or in any document
or instrument entered into in connection therewith) including, but not limited
to, any such provision relating to (1) the voting rights of the holders of the
shares of Preferred Stock or (2) the number of members or composition of the
Board of Directors of the Company that the holders of shares of the Preferred
Stock have the right to elect.
The opinions expressed herein are limited to matters governed
by the laws of the State of New York, the Delaware General Corporation Law in
respect of the opinions set forth in paragraphs 1 through 5 above, and the
Federal laws of the United States of America, and our opinions are limited
accordingly. With respect to the opinions expressed in paragraphs 5 and 6 above,
to the extent that they are governed by the laws of the State of California, our
opinion is based solely upon our review of the pertinent provisions of the CCH
Blue Sky Law Reporter as of the date hereof, and our opinions are further
limited accordingly.
This opinion letter is furnished solely for your benefit in
connection with matters relating to the Transaction Documents and may not be
used or relied upon by any other person or entity for any other purpose
whatsoever without in each instance our prior written consent.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP
D-6
Exhibit E
Opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
December 31, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners, L.P.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Foothill Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Cerberus Partners L.P.
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Re: Coram, Inc.
Ladies and Gentlemen:
I am the Executive Vice President and Interim General Counsel of Coram, Inc., a
Delaware corporation (the "Company"). I am rendering this opinion in connection
with the transactions contemplated by the Exchange Agreement dated as of the
date hereof (the "Exchange Agreement") by and among the Company, and ▇▇▇▇▇▇▇
▇▇▇▇▇ Credit Partners L.P., a Bermuda limited partnership ("Goldman"), Foothill
Capital Corporation, a California corporation ("Foothill") and Cerberus Partners
L.P., a New York limited partnership ("Cerberus") (collectively, the "Holders").
Capitalized terms used but not defined herein shall have, unless the context
otherwise requires, the respective meanings assigned to them in the Exchange
Agreement.
For purposes of this opinion, I have examined (i) the Exchange Agreement; (ii)
the Second Certificate of Amendment of Certificate of Designation of Series A
Preferred Stock filed with the Secretary of the State of Delaware on the date
hereof; (iii) Certificate of Designation of Series B Preferred Stock filed with
the Secretary of the State of Delaware on the date hereof; (iv) the Stockholder
Agreement, dated as of December 29, 2000, by and among the Company and the
Holders, as amended by Amendment No. 1 thereto, dated as of December 31, 2001,
and Amendment No. 2 dated as of the date hereof (such Stockholder Agreement, as
so amended, the "Stockholder Agreement"), (v) Amendment No. 6, of even date
herewith, in respect of the Securities Exchange Agreement (herein so defined)
dated as of May 6, 1998 by and among the Company, Coram Healthcare Corporation,
a Delaware corporation ("CHC") and the Holders;
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December 31, 2002
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(vi) Amended and Restated Series B Senior Subordinated Convertible Note of even
date herewith issued by the Company in favor of Goldman in the principal amount
of $4,090,693; (vii) Amended and Restated Series B Senior Subordinated
Convertible Note of even date herewith issued by the Company in favor of
Foothill in the principal amount of $1,687,675; (viii) Amended and Restated
Series B Senior Subordinated Convertible Note of even date herewith issued by
the Company in favor of Cerberus in the principal amount of $3,221,632; and (ix)
material agreements to which the Company is bound and such other documents,
originals or copies, certified or otherwise identified to me by the Company's
legal and financial advisors as necessary or advisable to examine as a basis for
the opinions hereinafter expressed.
The documents, agreements and instruments referred to in paragraphs (i) through
(ix) above are referred to herein as the "Transaction Documents."
Based on the foregoing, and subject to the exceptions and qualifications stated
herein, it is my opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Delaware.
2. The Company has the corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance by the Company of the Transaction Documents
have been duly authorized by all necessary corporate action of the Company. Each
of the Transaction Documents has been duly executed and delivered by the Company
and constitutes the Company's legal, valid and binding obligation enforceable
against the Company in accordance with its terms.
3. To the best of my knowledge, the execution, delivery and performance
by the Company of the Transaction Documents and the consummation of the
transactions therein contemplated will not result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or conflict
with any of the terms or provisions of any material agreements to which the
Company is a party or by which any of its subsidiaries are bound.
4. The execution, delivery and performance by the Company of the
Transaction Documents and the consummation of the transactions therein
contemplated will not violate any court order or government authority order to
which the Company is subject on the date hereof.
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December 31, 2002
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I express no opinion as to the effect or applicability of the Bankruptcy Code or
any order that may exist (now or in the future) in the proceedings relating to
the bankruptcy case of the Company or CHC as to any provision in the Transaction
Documents (or in any document or instrument, entered into in connection
therewith) including, but not limited to, any such prior provisions relating to
(1) the voting rights of the holders of the shares of Preferred Stock or (2) the
number of members or composition of the Board of Directors of the Company that
the holders of shares of the Preferred Stock have the right to elect.
I am licensed to practice law in the State of California, and my opinion is
limited accordingly.
This opinion may be relied upon by the addressees only in connection with the
transactions contemplated by the Exchange Agreement. This opinion is not to be
relied upon by the addressees for any other purpose, or relied upon by any other
person for any purpose, without my prior written consent.
Very truly yours,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President and Interim General Counsel
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Exhibit F
Bankruptcy Court Order
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re : Chapter 11
:
CORAM HEALTHCARE CORP. and : Case Nos. 00-3299 (MFW)
CORAM, INC., : (Jointly Administered)
:
Debtors. :
: DOCKET REF. NO. _____
ORDER GRANTING [DOCKET NO. 2013] MOTION OF THE
CHAPTER 11 TRUSTEE FOR AUTHORIZATION TO ISSUE
PREFERRED STOCK IN EXCHANGE FOR DEBT
AND NOW, this 27th day of December, 2002, upon consideration of the
Motion of the Chapter 11 Trustee for Authorization to Issue Preferred Stock in
Exchange for Debt (the "Motion") in accordance with the Motion and the Term
Sheet(1) attached to the Motion as an exhibit; and it appearing that due and
sufficient notice of the Motion was given and that the relief requested in the
Motion is in the best interest of the Estates; and after due deliberation and
sufficient cause appearing therefor, it is hereby
ORDERED, that the Motion is GRANTED subject to the Court's comments on
the record, and it is further
ORDERED, that the Trustee is AUTHORIZED to cause Coram to issue
preferred stock ("Preferred Stock") having the rights, powers, privileges and
obligations set forth in the Motion and the Term Sheet in exchange for the
Noteholders' indebtedness*; and it is further
ORDERED, that the Trustee and the Noteholders are AUTHORIZED to execute
such documents and take such other actions as may be reasonably required to
implement
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(1) Unless otherwise defined herein, all capitalized terms shall have the same
meanings ascribed to them in the Motion.
* to the extent determined by the Trustee's accountants and investment bankers
to be required to comply with the equity requirements of ▇▇▇▇▇ II only
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and effectuate the transactions contemplated hereby and by the Term Sheet; and
it is further
ORDERED, that in the event the results of the audit of the Debtors'
financial statements for calendar year 2002 should conclude that the Third Note
Exchange did not exchange sufficient indebtedness for preferred stock to
establish a minimum equity of the Comm Healthcare Corporation ("CHC") of $75
million as of December 31, 2002, then the Trustee, Debtors and the Noteholders
are AUTHORIZED to exchange such additional indebtedness as part of the Third
Note Exchange, if all such indebtedness was not originally exchanged in the
Third Note Exchange, for such additional shares of preferred stock as may be
required to enable CHC to establish $75 million in equity, all in accordance
with the Motion and the Term Sheet, and any such additional exchange shall be
deemed to have occurred as of December 31, 2002, all without further Order of
the Court; and it is further
ORDERED, that for the reasons specified herein and in the Motion, if
equitable or other relief is sought by any party in interest against the
Noteholders, all defenses, affirmative defenses, setoffs, recoupments and other
such rights of the Trustee, the Noteholders and the Debtors shall be preserved,
and all such issues shall be determined, regardless of the First, Second and
Third Note Exchanges (collectively, the "Note Exchanges"); and it is further
ORDERED, the rights and equity interests of the Noteholders as holders
of the preferred stock of Coram issued pursuant to the authority conferred by
this Order and prior Orders approving Note Exchanges are, and in connection with
any chapter 11 plan for either or both of the Debtors or any other distribution
of the Debtors' assets pursuant to the
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Bankruptcy Code shall remain, senior and superior to the rights and equity
interests of all holders of Coram common stock and all claims against and equity
interests in CHC; and it is further
ORDERED, that the Preferred Stock shall be issued pursuant to a private
placement exemption from registration under the applicable Federal securities
laws and not pursuant to Section 1145 of the Bankruptcy Code.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, U.S.B.J.
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